Common use of Trust Fund Clause in Contracts

Trust Fund. (a) Subject to the claims of its creditors as set forth in Section 5, Company hereby deposits with Trustee, in trust, Five Dollars ($5.00), which shall become the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement. (b) Company may at any time or from time to time make additional deposits of cash or other property in trust with Trustee to be added to the principal of the Trust and to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional deposits. (c) The Trust hereby established shall be revocable by the Company until a Control Change Date; thereafter, the Trust shall be irrevocable and not subject to change, alteration, or amendment by Company, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to Company. (d) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (e) The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of and general creditors as herein set forth. Neither a Beneficiary, nor the Nonqualified Plan, shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Nonqualified Plan and this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary against Company. Any assets held by the Trust will be subject to the claims of Company’s general creditors under federal and state law in the event Company is Insolvent. (f) Upon a Change in Control of Company, Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Beneficiary the benefits to which each Beneficiary would be entitled pursuant to the terms of the Nonqualified Plan as of the Control Change Date. Notwithstanding anything in the Nonqualified Plan or the Trust to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Rather, the Company or its successor shall be solely responsible for calculating and collecting any contributions to the Trust.

Trust Fund. (a) 1.1 This Trust shall be revocable; provided, however, it shall become irrevocable upon a Change in Control of the Company, as defined in Article XIV. 1.2 Subject to the claims of its general creditors as to the extent set forth in Section 5Article III, the Company hereby deposits shall from time to time deposit with the Trustee, in trust, Five Dollars ($5.00)cash or other property acceptable to the Trustee, including a letter of credit, which shall become the principal of the Trust this Trust, to be held, administered and disposed of by Trustee as provided in this Trust Agreement. (b) Company may at any time or from time to time make additional deposits of cash or other property in trust with Trustee to be added to the principal of the Trust and to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither the Trustee nor any Participant or Trust Beneficiary shall have any right to compel such additional deposits. (c) The 1.3 Upon a Change in Control of the Company, as defined in Article XIV, the Company shall contribute, or cause to be contributed by an Affiliate, to the Trust hereby established the amount required by each Agreement and the Executive Severance Plan, which contribution shall be revocable made in accordance with the terms of such Agreement and the Executive Severance Plan. If so required by any Agreement or the Executive Severance Plan, the Company shall periodically make additional contributions to the Trust, or cause such additional contributions to be made by an Affiliate, at such times and in such amounts as is required by the Agreement or the Executive Severance Plan. The Company until a Control shall immediately notify the Trustee in writing of any Change Date; thereafter, the Trust shall be irrevocable in Control. The Trustee may conclusively rely upon such notice and not subject to change, alteration, or amendment by Company, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever duty to terminate determine whether a Change in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to CompanyControl has occurred. (d) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (e) 1.4 The principal of the Trust, Trust and any earnings thereon, thereon shall be held in trust separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of and general creditors as herein set forthforth in this Trust Agreement. Neither a Beneficiary, nor the Nonqualified Plan, No Trust Beneficiary shall have any preferred claim on, or any beneficial ownership interest in, any assets of the TrustTrust prior to the time that such assets are paid to a Trust Beneficiary as Benefits as provided herein. Any rights created under the Nonqualified Plan and this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary against Trust Beneficiaries with respect to the respective Employer Company. Any assets held The obligation of the Employer Companies to pay Benefits pursuant to this Trust Agreement constitutes merely an unfunded and unsecured promise to pay such Benefits. 1.5 The Company may at any time and from time to time make additional deposits of cash or other property in the Trust to augment the principal to be held, administered and disposed of by the Trustee as herein provided, but no payment of all or any portion of the principal of the Trust will or earnings thereon shall be made to the Company or other person or entity on behalf of the Company except as herein expressly provided. The Trustee shall have no duty to calculate or enforce any funding obligations of the Company under this Trust Agreement, and the duties of the Trustee shall be governed solely by the terms of the Trust without reference to the terms of the Agreements or the Executive Severance Plan. 1.6 The Trust is intended to be a grantor trust, within the meaning of section 671 of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision, and shall be construed accordingly. The purpose of the Trust is to assure that the obligations to the Participants pursuant to each Agreement or the Executive Severance Plan are fulfilled. The Trust is neither intended nor designed to qualify under section 401(a) of the Code or to be subject to the claims provisions of Company’s general creditors under federal and state law in the event Company is InsolventEmployee Retirement Income Security Act of 1974, as amended ("ERISA"). (f) 1.7 Upon a Change in Control of Company, the Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, (as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Beneficiary the benefits to which each Beneficiary would be entitled pursuant to the terms of the Nonqualified Plan as of the Control Change Date. Notwithstanding anything in the Nonqualified Plan or the Trust to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. RatherArticle XIV), the Company shall establish and maintain accounts covering each Participant's Benefits. All payments from the Trust, including without limitation payments to general creditors in the event an Employer Company becomes Insolvent and amounts paid to the Company in accordance with Section 4.2, and all income, appreciation or its successor depreciation and expenses, shall be charged against the Trust as a single account under the Trust as directed by the Company. The Company shall allocate income, appreciation or depreciation and expenses to, and charge the payment of Benefits against, the applicable Participant's account. Notwithstanding the distribution limitation in Section 4.2, once all the Benefits payable from a Participant's account have been paid (as certified to in writing by the Company, upon which certification the Trustee may conclusively rely), the Company may direct that the assets of such account be reallocated among other Participant accounts or be returned to the Company. 1.8 Notwithstanding Sections 1.2, 1.3 or 1.7, no contribution or allocation shall be required or made if such contribution (or allocation to a sub-trust) would violate the provisions of Internal Revenue Code Section 409A ("Section 409A") and any applicable authorities promulgated thereunder; provided, however, that any contribution that is not made as may otherwise be required by Sections 1.2 and 1.3 shall be made once such contribution would no longer violate Section 409A. The Company shall be solely responsible for calculating and collecting any contributions to the Trustdeterminations required under this Section 1.8.

Trust Fund. (a) 1.1 Subject to the claims of its creditors as to the extent set forth in Section 5Article III, the Company hereby deposits shall deposit with Trustee, the Trustee in trust, Five trust One Hundred Dollars ($5.00100), which shall become the principal of the Trust this Trust, to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. 1.2 This Trust shall be irrevocable. 1.3 In the event that a Change in Control has occurred, the Chief Executive Officer of the Company (b"CEO") or the Secretary of the Company shall notify the Trustee promptly. The Trustee shall be entitled to rely upon such notice as to whether and when a Change in Control has occurred and shall not be required to make any independent verification of a Change in Control. 1.4 The principal of the Trust and any earnings shall be held in trust separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes set forth in this Agreement. No Trust Beneficiary shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust prior to the time that such assets are paid to a Trust Beneficiary as Benefits. Any rights created under the Plan and this Agreement shall be mere unsecured contractual rights of Trust Beneficiaries with respect to the Company. The obligation of the Trustee to pay Benefits pursuant to this Agreement constitutes merely an unfunded and unsecured promise to pay such benefits. (a) The Company may at any time or from time to time make additional deposits of cash or other property (including Common Shares of the Company) as may be acceptable to the Trustee in trust with the Trust, or make provision for cash or other property (including Common Shares of the Company) as may be acceptable to the Trustee to be added transferred to the Trust, such as by means of a letter of credit or otherwise, to augment the principal of the Trust and to be held, administered and disposed of by Trustee the Trustee, but no payment of all or any portion of the principal of the Trust or earnings shall be made to the Company or any other person or entity on behalf of the Company except as expressly provided in this Agreement. (b) Within 10 days following the occurrence of a Potential Change in Control (as that term is defined in this Section 1.5), the Company shall make a contribution to the Trust that is sufficient, taking into account the assets of the Trust prior to such contribution, to provide for the payment of all Benefits and any other amounts payable or reimbursable pursuant to the terms of this Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional deposits. (c) The Trust hereby established shall be revocable by Within 30 days after the end of any calendar year ending after a Change of Control, the Company until shall make a Control Change Date; thereafter, the Trust shall be irrevocable and not subject to change, alteration, or amendment by Company, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to Company. (d) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (e) The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of and general creditors as herein set forth. Neither a Beneficiary, nor the Nonqualified Plan, shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Nonqualified Plan and this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary against Company. Any assets held by the Trust will be subject to the claims of Company’s general creditors under federal and state law in the event Company is Insolvent. (f) Upon a Change in Control of Company, Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient sufficient, taking into account the assets of the Trust prior to pay each Beneficiary such contribution, to provide for the benefits to which each Beneficiary would be entitled payment of all Benefits and any other amounts payable or reimbursable pursuant to the terms of the Nonqualified Plan as of the Control Change Date. Notwithstanding anything in the Nonqualified Plan or the Trust to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Rather, the Company or its successor shall be solely responsible for calculating and collecting any contributions to the Trustthis Agreement.

Trust Fund. (a) Subject The Corporation shall make an initial contribution to the claims of its creditors as set forth in Section 5, Company hereby deposits with Trustee, in trust, Five Dollars ($5.00)Trust, which shall become the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement. (b) Company may at any time or from time to time make additional deposits of cash or other property in trust with Trustee to be added to the principal of the Trust and to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional deposits. (c) The Trust hereby established shall be revocable by the Company until Corporation prior to a Control Change Dateof Control; thereafter, the it shall become irrevocable upon a Change of Control. The Trust hereby established shall be irrevocable and not subject to change, alteration, or amendment by Company, and except amended only as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to Companythis Agreement. (dc) The Trust is intended to be a grantor trust, of which Company the Corporation is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, A of the Internal Revenue Code of 1986, as amendedCode, and shall be construed accordingly. (ed) The principal of the Trust, and any earnings thereon, shall be held in trust separate and apart from other funds of Company the Corporation and shall be used exclusively for the uses and purposes of Participants and Beneficiaries and general creditors as herein set forth. Neither a Beneficiary, nor the Nonqualified Plan, Participants and Beneficiaries shall have any no preferred claim on, on or any beneficial ownership or security interest in, in any assets of the Trust. Any rights created under the Nonqualified Plan and this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary Participants and their Beneficiaries against Companythe Corporation. Any assets held by the Trust will be subject to the claims of Company’s the Corporation's general creditors under federal and state law in the event Company is Insolventof Insolvency. (fe) Upon a Change The Corporation, in Control of Companyits sole discretion, Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, as defined herein, may at any time or from time to time make an irrevocable contribution additional deposits to the Trust in an amount of cash or other property that is sufficient to pay each Beneficiary the benefits to which each Beneficiary would be entitled pursuant acceptable to the terms Trustee to augment the principal of any separate account hereunder to be held, administered and disposed of by Trustee as provided in this Agreement. Neither the Nonqualified Plan as of the Control Change Date. Notwithstanding anything in the Nonqualified Plan Trustee nor any Participant or the Trust Beneficiary shall have any right to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Rather, the Company or its successor shall be solely responsible for calculating and collecting any contributions to the Trustcompel such additional deposits.

Trust Fund. (a) Subject The Corporation shall make an initial contribution to the claims of its creditors as set forth in Section 5, Company hereby deposits with Trustee, in trust, Five Dollars ($5.00)Trust, which shall become the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement. (b) Company may at any time or from time to time make additional deposits of cash or other property in trust with Trustee to be added to the principal of the Trust and to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional deposits. (c) The Trust hereby established shall be revocable by the Company until Corporation prior to a Control Change Dateof Control; thereafter, the it shall become irrevocable upon a Change of Control. The Trust hereby established shall be irrevocable and not subject to change, alteration, or amendment by Company, and except amended only as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to Companythis Agreement. (dc) The Trust is intended to be a grantor trust, of which Company the Corporation is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, A of the Internal Revenue Code of 1986, as amendedCode, and shall be construed accordingly. (ed) The principal of the Trust, and any earnings thereon, shall be held in trust separate and apart from other funds of Company the Corporation and shall be used exclusively for the uses and purposes of Participants and Beneficiaries and general creditors as herein set forth. Neither a Beneficiary, nor the Nonqualified Plan, Participants and Beneficiaries shall have any no preferred claim on, on or any beneficial ownership or security interest in, in any assets of the Trust. Any rights created under the Nonqualified Plan and this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary Participants and their Beneficiaries against Companythe Corporation. Any assets held by the Trust will be subject to the claims of Companythe Corporation’s general creditors under federal and state law in the event Company is Insolventof Insolvency. (fe) Upon a Change The Corporation, in Control of Companyits sole discretion, Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, as defined herein, may at any time or from time to time make an irrevocable contribution additional deposits to the Trust in an amount of cash or other property that is sufficient to pay each Beneficiary the benefits to which each Beneficiary would be entitled pursuant acceptable to the terms Trustee to augment the principal of any separate account hereunder to be held, administered and disposed of by Trustee as provided in this Agreement. Neither the Nonqualified Plan as of the Control Change Date. Notwithstanding anything in the Nonqualified Plan Trustee nor any Participant or the Trust Beneficiary shall have any right to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Rather, the Company or its successor shall be solely responsible for calculating and collecting any contributions to the Trustcompel such additional deposits.

Trust Fund. (a) Subject The Employer shall make an initial contribution to the claims of its creditors as set forth in Section 5, Company hereby deposits with Trustee, in trust, Five Dollars ($5.00)Trust, which shall become the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement. (b) Company may at any time or from time to time make additional deposits of cash or other property in trust with Trustee to be added to the principal of the Trust and to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional deposits. (c) The Trust hereby established shall be revocable by the Company until Corporation prior to a Control Change Dateof Control; thereafter, the Trust it shall become irrevocable upon a Change of Control. A sub-trust hereby established shall be revocable by the Employer prior to a Change of Control, it shall become irrevocable and not subject to change, alteration, or amendment by Company, and except upon a Change of Control. The Trust hereby established shall be amended only as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to Companythis Agreement. (dc) The Trust is intended to be a grantor trust, of which Company the Employer is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, A of the Internal Revenue Code of 1986, as amendedCode, and shall be construed accordingly. (ed) The principal of the TrustTrust contributed by each Employer, and any earnings thereon, shall be held in a sub-trust separate and apart from other funds of Company the Employer (and sub-trusts with respect to other Employers) and shall be used exclusively for the uses and purposes of Participants and Beneficiaries with respect to such Employer and general creditors with respect to such Employer as herein set forth. Neither a Beneficiary, nor the Nonqualified Plan, Participants and Beneficiaries shall have any no preferred claim on, on or any beneficial ownership or security interest in, in any assets of the TrustTrust (or a sub-trust). Any rights created under the Nonqualified Plan and this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary Participants and their Beneficiaries against Companythe Employer (and the Corporation). Any assets held by the Trust in a sub-trust with respect to an Employer will be subject to the claims of Company’s the Employer's general creditors under federal and state law in the event Company is Insolventof Insolvency of such Employer. (fe) Upon a Change The Employer, in Control of Companyits sole discretion, Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, as defined herein, may at any time or from time to time make an irrevocable contribution additional deposits to the Trust in an amount of cash or other property that is sufficient to pay each Beneficiary the benefits to which each Beneficiary would be entitled pursuant acceptable to the terms Trustee to augment the principal of any separate account hereunder to be held, administered and disposed of by Trustee as provided in this Agreement. Neither the Nonqualified Plan as of the Control Change Date. Notwithstanding anything in the Nonqualified Plan Trustee nor any Participant or the Trust Beneficiary shall have any right to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Rather, the Company or its successor shall be solely responsible for calculating and collecting any contributions to the Trustcompel such additional deposits.

Trust Fund. (a) Subject The Company from time-to-time shall contribute Voting Shares to Trust-1, Trust-2 and Trust-3 in accordance with the claims of its creditors as set forth in Section 5, Company hereby deposits with Trustee, in trust, Five Dollars ($5.00), which shall become the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust AgreementPlan. (b) Subject to the provisions of Sections 3 and 4, the Company may at any time or from time to time make additional deposits of cash or other property in trust with Trustee to be added to not revoke the principal of the Trust and to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional depositsTrust. (c) The Trust hereby established shall be revocable by the Company until a Control Change Date; thereafter, the Trust shall be irrevocable and not subject to change, alteration, or amendment by Company, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to Company. (d) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, Sections 671-677 of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (ed) The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of Trust Beneficiaries and general creditors as herein set forth. Neither a BeneficiaryNotwithstanding any other provision of this Trust Agreement to the contrary, nor the Nonqualified Plan, no Trust Beneficiary shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Nonqualified Plan and this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary Trust Beneficiaries against Companythe Company and his Employer in accordance with the Plan. Any assets held by the Trust will be subject to the claims of Company’s 's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. No rights to a distribution under the Plan shall be created under this Trust Agreement independently of any Trust Beneficiary's right to a distribution or payment under the Plan. Neither the Company is Insolventnor the Trustee shall have any power to create a security interest in the assets of the Trust in favor of any Trust Beneficiary, any person entitled to a Plan benefit by reason of the death of any Trust Beneficiary or any creditor of the Company. Nothing contained herein or in any provision of the Plan shall operate to create a security interest in any part of the assets of the Trust on behalf of any Trust Beneficiary or any person entitled to benefits upon the death of any Trust Beneficiary. (e) In accordance with the Plan, as directed by the Company, the Trustee shall transfer certain Shares from the Trust to the ESOP Trust. (f) Upon This Trust consists of five trusts, each of which are set forth in this Trust Agreement. The trusts are: (i) a Change in Control trust holding the Class P Voting Shares allocated to the Accounts of CompanyParticipants under the Plan ("Trust 1 "); (ii) a trust holding the Class S Voting Shares allocated to the Accounts of Participants under the Plan ("Trust-2"); (iii) a trust holding the Class M Voting Shares, Company shallif any, allocated to the Accounts of Participants under the Plan ("Trust-3"); (iv) a trust which holds the Convertible Shares sold or contributed to such Trust, if any, as soon described in Section 1(h) ("Trust-4"); and (v) a trust holding the Convertible Shares sold or contributed to the Trust, if any, that have been allocated to the Accounts of Participants under the Plan ("Trust-5"). For ease of reference, all of such trusts shall be referred to as possiblethe "Trust;" such a reference shall constitute a reference to each of the appropriate trusts. At such times that any Participant receives an allocation of Convertible Shares under the Plan, the Trustee shall transfer the appropriate number of Convertible Shares from Trust-4 to Trust-5. (g) Section 1.5 of the Plan is incorporated by reference (excluding Section 1.5(a), (b), and (f)), but with such modifications as are necessary in no event longer than 60 days following light of the Change fact that this document creates a trust. (h) As provided in Control Sections 6.1 (e) and 6.9 of Companythe Plan, at the written election of ALPA, the Company shall sell or contribute Convertible Shares to the Trustee of Trust-4 and Trust-5. Such Convertible Shares shall become the principal of Trust-4 and Trust 5 to be held, administered and disposed of by the Trustee as defined hereinprovided in this Trust Agreement. In the case of a sale of such Convertible Shares to the Trust, make an irrevocable contribution the Company shall contribute to the Trust in an amount that is sufficient of cash and/or accept the Trustee's promissory note (to pay each Beneficiary be immediately forgiven or repaid with additional cash contributed by the benefits to which each Beneficiary would be entitled pursuant to the terms of the Nonqualified Plan as of the Control Change Date. Notwithstanding anything in the Nonqualified Plan or the Trust to the contrary, Trustee shall not be responsible for calculating or collecting any contributions Company to the Trust) sufficient to permit the Trustee to consummate such purchase. Rather, the The Company or its successor shall also cause to be solely responsible for calculating and collecting any contributions delivered to the TrustTrust an appropriate number of shares of Common Stock to satisfy the requirements of Sections 6.1(e) or 6.9 of the Plan.

Trust Fund. (a) Subject to the claims of its creditors as set forth in Section 5, the Company hereby deposits has deposited with Trustee, the Trustee in trust, Five Dollars ($5.00), which shall become trust certain amounts as the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The purpose of the Trust is to pay as they come due benefits under specified benefit plans and arrangements of the Company may at any time or and its subsidiaries. The Company shall specify which of such plans and arrangements are to be associated with this Trust (the “Benefit Plans”) by designating them on Schedule B to this Agreement as from time to time make additional deposits in effect. The Company shall also specify on Schedule B, either by name or otherwise, which of cash or other property in trust with Trustee its employees and the employees of its subsidiaries, and their beneficiaries, are eligible to be added receive benefit payments hereunder (each such person is referred to the principal of the herein as a “Trust and to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional depositsBeneficiary”). (c) The Trust hereby established shall become irrevocable upon a Change of Control, as hereinafter defined, as to all amounts held in Trust as of the Change of Control and all amounts contributed in Trust thereafter, and earnings on such amounts. Prior to a Change of Control the Trust may be revocable revoked by the Company until at any time by a Control Change Date; thereafterwriting delivered to the Trustee. Under such revocation, all amounts held in the Trust shall be irrevocable and not subject to change, alterationpaid to, or amendment by Companyupon the direction of, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to Company. (d) The Trust is intended to be a grantor trust, trust of which the Company is treated as the grantor, within the meaning owner under Subpart E of subpart E, part I, subchapter Subchapter J, chapter 1, subtitle A, Chapter 1 of the Internal Revenue Code of 1986, as from time to time amended, and shall be construed accordingly. (e) The principal of the Trust, Trust and any earnings thereon, shall be held separate and apart from other funds thereon which are not returned to the Company in accordance with the specific provisions of Company and this Agreement or used to defray the expenses of the Trust shall be used exclusively for the uses and purposes benefit of and general creditors as herein set forthTrust Beneficiaries, subject in every case to the provisions of Section 5 (relating to Insolvency of the Company). Neither a Beneficiary, nor the Nonqualified Plan, The Trust Beneficiaries shall not have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any Trust prior to the time such assets are distributed hereunder, and all rights of Trust Beneficiaries created under any of the Nonqualified Plan and Benefit Plans or under this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary against the Company. Any assets held by the Trust will be subject to the claims of Company’s general creditors under federal and state law in the event Company is Insolvent. (f) Upon a Change in Control of Company, Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Beneficiary the benefits to which each Beneficiary would be entitled pursuant to the terms of the Nonqualified Plan as of the Control Change Date. Notwithstanding anything in the Nonqualified Plan or the Trust to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Rather, the Company or its successor shall be solely responsible for calculating and collecting any contributions to the Trust.

Trust Fund. (a) 1.1 Subject to the claims of its creditors as to the extent set forth in Section 5Article III, the Company hereby deposits shall deposit with Trustee, the Trustee in trust, Five trust One Hundred Dollars ($5.00100.00), which shall become the principal of the Trust this Trust, to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. 1.2 The Trust hereby established shall be revocable by the Company at any time prior to the date on which occurs a Change in Control (bas that term is defined in Section 1.7); on or after such date, this Trust shall be irrevocable. In the event that a Change in Control has occurred, the Chief Executive Officer, President, Chief Financial Officer or Treasurer of the Company shall so notify the Trustee promptly. The Trustee shall be entitled to rely upon such notice as to whether and when a Change in Control has occurred and shall not be required to make any independent verification of a Change in Control. 1.3 The principal of the Trust and any earnings shall be held in trust separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes set forth in this Agreement. No Trust Beneficiary shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust prior to the time that such assets are paid to a Trust Beneficiary as Supplemental Benefits. Any rights created under the Plan and this Agreement shall be mere unsecured contractual rights of Trust Beneficiaries with respect to the Company. The obligation of the Trustee to pay Supplemental Benefits pursuant to this Agreement constitutes merely an unfunded and unsecured promise to pay such Benefits. (a) The Company may at any time or from time to time make additional deposits of cash or other property as may be acceptable to the Trustee in trust with the Trust, make provision for cash or other property as may be acceptable to the Trustee to be added transferred to the Trust or arrange for the issuance of a letter of credit, to augment the principal of the Trust and to be held, administered and disposed of by the Trustee as provided herein provided, but no payment of all or any portion of the principal of the Trust or earnings thereon shall be made to the Company or any other person or entity on behalf of the Company except as herein expressly provided. (b) Prior to the first event constituting a Change in Control, the Company shall make a contribution to the Trust that is sufficient as of such date, taking into account the assets of the Trust prior to such contribution, to provide for the payment of all Supplemental Benefits and any other amounts payable or reimbursable pursuant to the terms of this Agreement including, without limitation, the fees of the Trustee and the Fiduciary (as that term is defined in Section 8.11) and other expenses of the Trust Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional depositsfor a period of at least two years (collectively, the "Secured Amount"). (c) The Trust hereby established shall be revocable by Within 30 days after the end of any Plan Year (as that term is defined in the Plan) (a "Plan Year") ending after a Change in Control, the Company until shall make a Control Change Date; thereafter, contribution to the Trust shall be irrevocable and not subject to changethat is sufficient as of such date, alteration, or amendment by Company, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part taking into account the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any assets of the property subject Trust prior to such contribution, to provide for the terms and provisions hereof revert to Companypayment of the Secured Amount. (d) Xxxxxxx (as that term is defined in Section 1.7) or the Company may at any time cause to be issued to the Trust an irrevocable clean letter of credit (the "Letter of Credit") in an initial aggregate amount of not less than $2,500,000 for the benefit of the Trustee by a bank having combined capital and surplus in excess of $500,000,000 (the "Bank"). The Letter of Credit shall provide that Xxxxxxx must pay all fees associated therewith, and that the amounts of the Supplemental Benefits and the Trust and Fiduciary expenses, including the fees of the Trustee and the Fiduciary, shall be paid to the Trustee on a regular, periodic basis upon presentation by the Trustee to the Bank of a statement or statements satisfactory to the Bank and prepared by the Trustee (the "Draw Documents"). Upon a Change in Control, or if later, the issuance of the Letter of Credit to the Trust, to the extent that the assets of the Trust, including the initial aggregate amount of the Letter of Credit, then exceed the Secured Amount, such excess shall be paid to the Company by the Trustee from the assets of the Trust. Before the twentieth day prior to the stated expiration date of the Letter of Credit, the Company and/or Xxxxxxx shall take any actions it or they deem appropriate to renew or replace the Letter of Credit and/or to contribute additional assets to the Trust. On or after the twentieth day prior to the stated expiration date of the Letter of Credit, the Trustee is authorized, empowered and directed to sign and present the Draw Documents for an amount of the Letter of Credit (and to hold and disburse the funds received thereby pursuant to the terms of this Agreement) equal to the excess, if any, of (i) the then applicable Secured Amount, over (ii) the sum of (a) the assets of the Trust (excluding any Letter of Credit) and (b) the initial aggregate amount of any renewal or replacement irrevocable clean letter of credit drawn upon a commercial bank selected by Xxxxxxx or the Company, as the case may be, and approved by the Fiduciary, in either case, upon substantially the same terms and conditions as contained in the Letter of Credit that is due to expire. A letter of credit that is renewed or provided in accordance with this Section 1.4(d) shall thereafter be referred to as the "Letter of Credit." 1.5 Within five business days after the date on which the Trust has become irrevocable and within 30 days after the first day of each Plan Year thereafter, the Company shall (a) specify the nature, amounts and timing of the Supplemental Benefits to which each Trust Beneficiary may become entitled, subject to Article IX hereof, in an exhibit ("Exhibit B") which shall become a part of this Agreement and be incorporated herein by this reference, (b) provide any corresponding revisions to Exhibit A that may be required and (c) provide the Fiduciary with copies of the Plan and any amendments thereto. 1.6 The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, section 671 of the Internal Revenue Code of 1986, as amended, amended (the "Code") and shall be construed accordingly. (e) . The principal purpose of the Trust, and any earnings thereon, shall be held separate and apart from other funds of Company and shall be used exclusively for Trust is to assure that the uses and purposes of and general creditors as herein set forthCompany's obligations to the Participants pursuant to the Plan are fulfilled. Neither a Beneficiary, The Trust is neither intended nor the Nonqualified Plan, shall have any preferred claim on, or any beneficial ownership interest in, any assets designed to qualify under section 401(a) of the Trust. Any rights created under the Nonqualified Plan and this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary against Company. Any assets held by the Trust will Code or to be subject to the claims provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Trust established under this Agreement does not fund and is not intended to fund the Plan or any other employee benefit plan or program of the Company’s general creditors . Such Trust is and is intended to be a depository arrangement with the Trustee for the setting aside of cash and other assets of the Company for the meeting of part or all of its future obligations with respect to Supplemental Benefits to some or all of the Trust Beneficiaries under federal and state law the Plan. 1.7 As used in this Agreement, the term "Change in Control" shall have the same meaning assigned to that term in the event Company is Insolvent. (f) Upon a Plan; provided, however, that the term "Change in Control of Company, Company shall, as soon as possible, but in no event longer than 60 days following Control" shall include the Change in Control of Company, as defined herein, make an irrevocable contribution merger to the Trust in an amount that is sufficient to pay each Beneficiary the benefits to which each Beneficiary would be entitled effected pursuant to the terms Amended and Restated Agreement and Plan of the Nonqualified Plan Merger dated as of October 16, 1998, and amended and restated as of November 5, 1998, by and among Xxxxxxx, Inc., a Canadian corporation ("Xxxxxxx"), Xxxxxxx Transit Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Xxxxxxx, and the Control Change Date. Notwithstanding anything in Company, pursuant to which Xxxxxxx Transit Acquisition Corp. will be merged with and into the Nonqualified Plan or the Trust to the contraryCompany, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Rather, with the Company or its successor shall be solely responsible for calculating and collecting any contributions to as the Trustsurviving entity.

Trust Fund. (aThe second sentence of Section 3.17(a) Subject to of the claims of its creditors Business Combination Agreement is hereby amended and restated as set forth in Section 5, Company hereby deposits with Trustee, in trust, Five Dollars ($5.00), which shall become the principal below: “Immediately following consummation of the Trust to be held, administered Merger and disposed of by Trustee as provided in this Trust Agreement. (b) Company may at any time or from time to time make additional deposits of cash or other property in trust with Trustee to be added notice thereof to the principal of the Trust and to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional deposits. (c) The Trust hereby established shall be revocable by the Company until a Control Change Date; thereafter, the Trust shall be irrevocable and not subject to change, alteration, or amendment by Company, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to Company. (d) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (e) The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of and general creditors as herein set forth. Neither a Beneficiary, nor the Nonqualified Plan, shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Nonqualified Plan and this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary against Company. Any assets held by the Trust will be subject to the claims of Company’s general creditors under federal and state law in the event Company is Insolvent. (f) Upon a Change in Control of Company, Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, as defined herein, make an irrevocable contribution pursuant to the Trust Agreement, Parent shall cause the Trustee to, and the Trustee shall thereupon be obligated to, release as promptly as practicable, the Cash Consideration to the Members in an amount accordance with this Agreement; provided, however that is sufficient the liabilities and obligations of Parent and each Parent Subsidiary due and owing or incurred at or prior to pay each Beneficiary the benefits Effective Time shall be paid as and when due, including all amounts payable (i) to which each Beneficiary would be entitled stockholders of Parent holding shares of Common Stock sold in Parent’s initial public offering (“ IPO”) or otherwise who shall have tendered their shares of Common Stock pursuant to Parent’s certificate of incorporation (“Aggregate Tender Consideration”), (ii) to the terms Underwriter as to approximately $600,193 representing deferred underwriting commissions and discounts payable upon consummation of the Nonqualified Plan as of Merger (the Control Change Date. Notwithstanding anything “Deferred Underwriting Amount”), (iii) with respect to filings, applications and/or other actions taken pursuant to this Agreement required under any Antitrust Laws (“Regulatory Fees”), (iv) to third parties (e.g., professionals, advisors, printers, etc.) who have rendered services to Parent and/ or any Parent Subsidiary or, in the Nonqualified Plan or the Trust to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Ratheraccordance with Section 7.3, the Company or any Member in connection with efforts to effect the Merger (“Combined Transaction Expenses”), and (v) an amount equal to Three Million Seven Hundred Thousand Dollars ($3,700,000) to be distributed to Parent to be held in reserve solely for the purpose of satisfying its successor shall obligations under the Warrant Repurchase Agreements (the “Warrant Reserve Amount”); provided, further, that, after payment of all the aforementioned liabilities and obligations from the Minimum Trust Amount as described herein, the remaining monies in the Trust Fund shall, as a result of the Merger, become an asset of the Surviving Company at and after the Effective Time and be solely responsible for calculating and collecting any contributions distributed to the TrustSurviving Company as promptly as practicable following the Effective Time (the “Capital Contribution”).”

Trust Fund. (a) 1.1 Subject to the claims of its creditors as to the extent set forth in Section 5Article III, the Company hereby deposits shall from time to time and pursuant to the terms of each of the Plans deposit with the Trustee, in trust, Five Dollars ($5.00)cash or other property acceptable to the Trustee, which shall become the principal of the Trust this Trust, to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) Company may at any time or from time to time make additional deposits of cash or other property in trust with Trustee to 1.2 This Trust shall be added to the irrevocable. 1.3 The principal of the Trust and to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional deposits. (c) The Trust hereby established shall be revocable by the Company until a Control Change Date; thereafter, the Trust shall be irrevocable and not subject to change, alteration, or amendment by Company, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to Company. (d) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (e) The principal of the Trust, and any earnings thereon, thereon shall be held in trust separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of and general creditors as herein set forthforth in this Agreement. Neither a Beneficiary, nor the Nonqualified Plan, No Trust Beneficiary shall have any preferred claim on, or any beneficial ownership interest in, any assets of the TrustTrust prior to the time that such assets are paid to a Trust Beneficiary as Benefits as provided herein. Any rights created under the Nonqualified Plan and this Trust Agreement shall be mere merely unsecured contractual rights of a Beneficiary against Trust Beneficiaries with respect to the respective Employer Company. Any assets held The obligation of the Employer Companies to pay Benefits pursuant to this Agreement constitutes merely an unfunded and unsecured promise to pay such Benefits. 1.4 The Company may at any time and from time to time make additional deposits of cash or other property in the Trust to augment the principal to be held, administered and disposed of by the Trustee as herein provided, but no payment of all or any portion of the principal of the Trust will or earnings thereon shall be made to the Company or other person or entity on behalf of the Company except as herein expressly provided. The Trustee shall have no duty to enforce any funding obligations of the Company. 1.5 The Trust is intended to be a grantor trust, within the meaning of section 671 of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision, and shall be construed accordingly. The purpose of the Trust is to assure that the obligations to the Participants pursuant to the Plan are fulfilled. The Trust is neither intended nor designed to qualify under section 401(a) of the Code or to be subject to the claims provisions of Company’s general creditors under federal and state law in the event Company is Insolvent. (f) Upon a Change in Control Employee Retirement Income Security Act of Company, Company shall1974, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Beneficiary the benefits to which each Beneficiary would be entitled pursuant to the terms of the Nonqualified Plan as of the Control Change Date. Notwithstanding anything in the Nonqualified Plan or the Trust to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Rather, the Company or its successor shall be solely responsible for calculating and collecting any contributions to the Trustamended (“ERISA”).

Trust Fund. (a) Subject to the claims of its creditors as set forth in Section 5, Company hereby deposits with Trustee, in trust, Five Dollars ($5.00), which shall become the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement. (b) Company may at any time or from time to time make additional deposits of cash or other property in trust with Trustee to be added to the principal of the Trust and to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional deposits. (c) The Trust hereby established shall be revocable by the Company until a Control Change Date; thereafter, the Trust shall be irrevocable and not subject to change, alteration, or amendment by Company, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to Company. (d) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (e) The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of and general creditors as herein set forth. Neither a Beneficiary, nor the Nonqualified Plan, No Beneficiary shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Nonqualified Plan Employment Agreements and this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary against Company. Any assets held by the Trust will be subject to the claims of Company’s general creditors under federal and state law in the event the Company is Insolvent. (f) Upon a Change in Control of Company, Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Beneficiary the benefits Benefits to which each Beneficiary would be entitled pursuant to the terms of the Nonqualified any Agreement and Specified Benefit Plan as of the Control Change Date. Notwithstanding anything in the Nonqualified any Agreement or Specified Benefit Plan or the Trust to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Rather, the Company or its successor shall be solely responsible for calculating and collecting any contributions to the Trust.

Trust Fund. (a) 1.1. Subject to the claims of its creditors as set forth in Section 54, the Company hereby deposits has heretofore deposited certain sums of cash or other property with Trustee, in trust, Five Dollars ($5.00), which the Trustee pursuant to the trust agreement. Such cash or other property shall become the principal of the Trust continue to be held, administered and disposed of by the Trustee as provided in this Trust Agreementtrust agreement. (b) Company may 1.2. The trust will be irrevocable. However, if at any time or from time to time make additional deposits before a "change in control of cash or other property in trust with Trustee to be added the Company" (as defined below), the Company obtains an opinion of counsel, acceptable to the principal Company and the Trustee, that the plans would be deemed "funded" for purposes of Title I of the Trust and Employee Retirement Income Security Act of 1974, as amended, by reason of the trust, or that amounts held in the trust or contributed thereto, or earnings thereon, would be includible in the income of trust beneficiaries before distribution to them from the trust, the trust will become revocable. Any revocation will be held, administered and disposed of accomplished by Trustee as provided in this Trust Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional deposits. (c) The Trust hereby established shall be revocable by written notice thereof from the Company until to the Trustee. Upon receipt of such a Control Change Date; thereafternotice of revocation, the Trust shall be irrevocable and not subject to change, alteration, or amendment by Company, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part Trustee will deliver the assets of the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to Company. (d) 1.3. The Trust trust is intended to be a grantor trust, trust of which the Company is treated as the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, owner under Section 671 of the Internal Revenue Code of 1986, as amendedit may be amended from time to time, and shall the trust will be construed accordingly. (e) 1.4. The principal of the Trust, trust and any earnings thereonhereon, shall be held separate and apart from other funds unless returned to the Company under Section 1.2 or Section 6 or used to defray the expenses of Company and shall the trust, will be used exclusively for the uses and purposes benefit of and trust beneficiaries or, to the extent provided under Section 4, for the benefit of general creditors as herein set forthof the Company. Neither a Beneficiary, nor the Nonqualified Plan, shall No trust beneficiary will have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any Exhibit 10.4 trust before such assets are paid to the trust beneficiaries as supplemental benefits under Section 3, and all rights created under the Nonqualified Plan plans and this Trust Agreement shall t r u s t agreement will be mere unsecured contractual rights of a Beneficiary the trust beneficiaries against the Company. 1.5. Any assets The Trustee shall keep such records and maintain such books and accounts as shall at all times be sufficient to indicate, for accounting purposes, the proportionate part of the trust that is held on behalf of the officers listed on Exhibit B. For this purpose only, the Trustee shall maintain separate bookkeeping accounts for each such officer and shall credit thereto all contributions made by the Trust will be subject Company to fund benefits payable to such officer or his beneficiary, and earnings thereon, and shall charge thereto all payments made to or for the account of such officer or his beneficiary. Notwithstanding the foregoing, the Trustee may hold the trust as a single fund and may invest and reinvest the commingled assets and receive the income and proceeds thereof, all without regard to the claims source of Company’s general creditors under federal and state law in the event Company is Insolvent. (f) Upon a Change in Control of Company, Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Beneficiary the benefits to which each Beneficiary would be entitled pursuant to the terms any part of the Nonqualified Plan as of the Control Change Date. Notwithstanding anything in the Nonqualified Plan or the Trust to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Rather, the Company or its successor shall be solely responsible for calculating and collecting any contributions to the Trustcommingled assets.

Trust Fund. (a) 1.1 Subject to the claims of its creditors as to the extent set forth in Section 5Article III, the Company hereby deposits shall deposit with the Trustee in trust cash or other assets reasonably acceptable to the Trustee, in trust, Five Dollars ($5.00), which shall become the principal of the Trust Trust, to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. 1.2 The Trust shall be irrevocable. 1.3 In the event that a Change in Control has occurred, the Chief Executive Officer of the Company (b"CEO") or the Secretary of the Company shall notify the Trustee promptly. The Trustee shall be entitled to rely upon such notice as to whether and when a Change in Control has occurred and shall not be required to make any independent verification of a Change in Control. 1.4 The principal of the Trust and any earnings shall be held in trust separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes set forth in this Agreement. No Trust Beneficiary shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust prior to the time that such assets are paid to a Trust Beneficiary as Benefits. Any rights created under the Plan and this Agreement shall be mere unsecured contractual rights of Trust Beneficiaries with respect to the Company. The obligation of the Trustee to pay Benefits pursuant to this Agreement constitutes merely an unfunded and unsecured promise to pay such benefits. (a) The Company may at any time or from time to time make additional deposits of cash or other property as may be acceptable to the Trustee in trust with the Trust, or make provision for cash or other property as may be acceptable to the Trustee to be added transferred to the Trust, such as by means of a letter of credit or otherwise, to augment the principal of the Trust and to be held, administered and disposed of by Trustee the Trustee, but no payment of all or any portion of the principal of the Trust or earnings shall be made to the Company or any other person or entity on behalf of the Company except as expressly provided in this Agreement. (b) Within 10 days following the occurrence of a Potential Change in Control (as that term is defined in this Section 1.5), the Company shall make a contribution to the Trust that is sufficient, taking into account the assets of the Trust prior to such contribution, to provide for the payment of all Benefits and any other amounts payable or reimbursable pursuant to the terms of this Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional deposits. (c) The Trust hereby established shall be revocable by Within 30 days after the Company until a Control Change Date; thereafter, the Trust shall be irrevocable and not subject to change, alteration, or amendment by Company, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall end of any of the property subject to the terms and provisions hereof revert to Company. (d) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (e) The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of and general creditors as herein set forth. Neither a Beneficiary, nor the Nonqualified Plan, shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Nonqualified Plan and this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary against Company. Any assets held by the Trust will be subject to the claims of Company’s general creditors under federal and state law in the event Company is Insolvent. (f) Upon calendar year ending after a Change in Control of CompanyControl, the Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, as defined herein, shall make an irrevocable a contribution to the Trust in an amount that is sufficient sufficient, taking into account the assets of the Trust prior to pay each Beneficiary such contribution, to provide for the benefits to which each Beneficiary would be entitled payment of all Benefits and any other amounts payable or reimbursable pursuant to the terms of the Nonqualified Plan as of the Control Change Date. Notwithstanding anything in the Nonqualified Plan or the Trust to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Rather, the Company or its successor shall be solely responsible for calculating and collecting any contributions to the Trustthis Agreement.

Trust Fund. (a) I.1 Subject to the claims of its creditors as to the extent set forth in Section 5Article III hereof, the Company hereby deposits with Trustee, the Trustee in trust, trust Five Thousand Dollars ($5.005,000), which shall become the principal of the Trust this Trust, to be held, administered and disposed of by the Trustee as provided herein provided. I.2 The Trust hereby established shall be revocable by the Company at any time prior to the date on which the first of the following occurs: a Change in Control (as that term is defined in Section 1.7) or a Potential Change in Control (as that term is defined in Section 1.4(d)); on or after such date, this Trust Agreementshall be irrevocable. In the event that a Change in Control or a Potential Change in Control has occurred, the Treasurer of the Company or the Corporate Secretary of the Company shall so notify the Trustee promptly. The Trustee shall be entitled to rely upon such notice or upon a notice from the Executives (as that term is defined in Section 4.3) as to whether and when a Change in Control or a Potential Change in Control has occurred and shall not be required to make any independent verification of the occurrence of a Change in Control or a Potential Change in Control. I.3 The principal of the Trust and any earnings thereon shall be held in trust separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes herein set forth. No Trust Beneficiary shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust prior to the time that such assets are paid to a Trust Beneficiary as Supplemental Benefits as provided herein. Any rights created under the Plans and this Agreement shall be mere unsecured contractual rights of Trust Beneficiaries with respect to the Company. The obligation of the Trustee to pay Supplemental Benefits pursuant to this Agreement constitutes merely an unfunded and unsecured promise to pay such Supplemental Benefits. (ba) The Company may at any time or from time to time make additional deposits of cash or other property in trust with Trustee the Trust or make provision for cash or other property to be added transferred to the Trust to augment the principal of the Trust and to be held, administered and disposed of by the Trustee as provided herein provided, but no payment of all or any portion of the principal of the Trust or earnings thereon shall be made to the Company or any other person or entity on behalf of the Company except as herein expressly provided. (b) Within 30 days following the occurrence of a Potential Change in Control (as that term is defined in this Section 1.4), the Company shall make a contribution to the Trust Agreement. Neither that is sufficient, taking into account the assets of the Trust prior to such contribution, to provide for the payment of all Supplemental Benefits and any other amounts that could become payable or reimbursable pursuant to the terms of this Agreement including, without limitation, the fees of the Trustee nor any Beneficiary shall have any right to compel such additional depositsfor a period of at least five years. (c) The Within 90 days after the end of any calendar year ending after the Trust hereby established shall be revocable by has become irrevocable, the Company until shall make a Control Change Date; thereafter, the Trust shall be irrevocable and not subject to change, alteration, or amendment by Company, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to Company. (d) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (e) The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of and general creditors as herein set forth. Neither a Beneficiary, nor the Nonqualified Plan, shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Nonqualified Plan and this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary against Company. Any assets held by the Trust will be subject to the claims of Company’s general creditors under federal and state law in the event Company is Insolvent. (f) Upon a Change in Control of Company, Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient sufficient, taking into account the assets of the Trust prior to pay each Beneficiary such contribution, to provide for the benefits to which each Beneficiary would be entitled payment of all Supplemental Benefits and any other amounts that could become payable or reimbursable pursuant to the terms of the Nonqualified Plan as of the Control Change Date. Notwithstanding anything in the Nonqualified Plan or the Trust to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Rather, the Company or its successor shall be solely responsible for calculating and collecting any contributions to the Trustthis Agreement.

Trust Fund. (aA. The PRINCIPAL and INDEMNITORS covenant and agree that all payments received for or on account of any CONTRACT shall be held in trust as a trust fund for the payment of obligations incurred or to be incurred in the performance of any CONTRACT and used forlabor, materials, and services furnished in the prosecution of the work in any CONTRACT or any extension or modification thereof. It is expressly understood and declared that all monies due and to become due under any CONTRACT are also trust funds, whether in the possession of the PRINCIPAL or INDEMNITORS or otherwise. The trust funds shall be for the benefit and payment of all obligations for which the SURETY may be liable under any BONDS. The trust(s) Subject shall inure to the claims benefit of its creditors as set forth the SURETY for any liability or loss it may have or sustain under any BOND, and for any and all obligations of PRINCIPAL and INDEMNITORS under this Agreement, and this Agreement and declaration constitute notice of such trust. B. If SURETY discharges any such obligation, it shall be entitled to assert the claim of such person to the trust funds, and PRINCIPAL and INDEMNITORS shall, upon demand of SURETY and in Section 5implementation of the trust or trusts hereby created, Company hereby deposits open an account or accounts with Trustee, in trust, Five Dollars ($5.00), a bank selected by SURETY which shall become be designated as a trust account or accounts for the principal deposit of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement. (b) Company may at any time or from time to time make additional deposits of cash or other property in such trust with Trustee to be added to the principal of the Trust and to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional deposits. (c) The Trust hereby established shall be revocable by the Company until a Control Change Date; thereafter, the Trust shall be irrevocable and not subject to change, alteration, or amendment by Company, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to Company. (d) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, of the Internal Revenue Code of 1986, as amendedfunds, and shall thereupon deposit therein all monies received pursuant to said CONTRACT or CONTRACTS. Withdrawals from such accounts shall be construed accordingly. (eby check or similar instrument signed by the PRINCIPAL and countersigned by a representative of SURETY. Said trust(s) The principal shall terminate on the payment by PRINCIPAL of all the obligations for the payment of which the trust(s) are hereby created or upon the expiration of the Trust, and any earnings thereon, shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of and general creditors as herein set forth. Neither ability to make a Beneficiary, nor the Nonqualified Plan, shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Nonqualified Plan and this Trust Agreement bond, whichever shall be mere unsecured contractual rights of a Beneficiary against Company. Any assets held by the Trust will be subject to the claims of Company’s general creditors under federal and state law in the event Company is Insolventfirst occur. (f) Upon a Change in Control of Company, Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Beneficiary the benefits to which each Beneficiary would be entitled pursuant to the terms of the Nonqualified Plan as of the Control Change Date. Notwithstanding anything in the Nonqualified Plan or the Trust to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Rather, the Company or its successor shall be solely responsible for calculating and collecting any contributions to the Trust.

Trust Fund. (a) Subject to the claims of its creditors as set forth in Section 5, the Company hereby deposits with Trustee, the Trustee in trust, Five Dollars trust one hundred dollars ($5.00), 100) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The purpose of the Trust is to pay as they come due benefits under specified benefit plans and arrangements of the Company may at any time or and its subsidiaries. The Company shall specify which of such plans and arrangements are to be associated with this Trust (the "Benefit Plans") by designating them on Schedule B to this Agreement as from time to time make additional deposits in effect. The Company shall also specify on Schedule B, either by name or otherwise, which of cash or other property in trust with Trustee its employees and the employees of its subsidiaries, and their beneficiaries, are eligible to be added receive benefit payments hereunder (each such person is referred to the principal of the herein as a "Trust and to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional depositsBeneficiary"). (c) The Trust hereby established shall become irrevocable upon a Change of Control, as hereinafter defined as to all amounts held in Trust as of the Change of Control and all amounts contributed in Trust thereafter, and earnings on such amounts. Prior to a Change of Control the Trust may be revocable revoked by the Company until at any time by a Control Change Date; thereafterwriting delivered to the Trustee. Upon such revocation, all amounts held in the Trust shall be irrevocable and not subject to change, alterationpaid to, or amendment by Companyupon the direction of, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to Company. (d) The Trust is intended to be a grantor trust, trust of which the Company is treated as the grantor, within the meaning owner under Subpart E of subpart E, part I, subchapter Subchapter J, chapter 1, subtitle A, Chapter 1 of the Internal Revenue Code of 1986, as from time to time amended, and shall be construed accordingly. (e) The principal of the Trust, Trust and any earnings thereon, shall be held separate and apart from other funds thereon which are not returned to the Company in accordance with the specific provisions of Company and this Agreement or used to defray the expenses of the Trust shall be used exclusively for the uses and purposes benefit of and general creditors as herein set forthTrust Beneficiaries subject in every case to the provisions of Section 5 (relating to Insolvency of the Company). Neither a Beneficiary, nor the Nonqualified Plan, The Trust Beneficiaries shall not have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any Trust prior to the time such assets are distributed hereunder, and all rights of Trust Beneficiaries created under any of the Nonqualified Plan and Benefit Plans or under this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary against the Company. Any assets held by the Trust will be subject to the claims of Company’s general creditors under federal and state law in the event Company is Insolvent. (f) Upon a Change in Control of Company, Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Beneficiary the benefits to which each Beneficiary would be entitled pursuant to the terms of the Nonqualified Plan as of the Control Change Date. Notwithstanding anything in the Nonqualified Plan or the Trust to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Rather, the Company or its successor shall be solely responsible for calculating and collecting any contributions to the Trust.

Trust Fund. (a) Subject The Company hereby establishes the Trust with the Trustee, consisting of such sums of money and other property acceptable to the Trustee as from time to time shall be paid or delivered to the Trustee. All such money and other property, all investments and reinvestments made therewith or proceeds thereof and all earnings and profits thereon, less all payments and charges as authorized herein, shall constitute the “Trust Fund” or “Trust”. The Trust Fund shall at all times be subject to the claims of its general creditors as set forth in Section 5, Company hereby deposits with Trustee, in trust, Five Dollars ($5.00), which shall become the principal of the Trust to be held, administered and disposed of by Trustee Company as provided in this Trust AgreementArticle XI. (b) Company may at any time or from time to time make additional deposits of cash or other property in trust with Trustee to be added to the principal of the Trust and to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional deposits. (c) The Trust hereby established shall be revocable irrevocable, but for the issuance by the Company until a Control Change Date; thereafter, Internal Revenue Service of unfavorable tax rulings on the status of the Trust as a grantor trust. Subject to Article XI, Trust assets shall be irrevocable held for the exclusive purpose of providing vested accrued benefits to the Trust Beneficiaries and not subject defraying expenses of the Trust in accordance with the provisions of this Agreement. No part of the income or corpus of the Trust Fund shall be recoverable by or for the Company prior to change, alteration, or amendment by Company, the termination of the Trust and except as provided in Section 13 hereof, Company shall have no the satisfaction of all liabilities under the Plans. (c) No right or power whatsoever interest to terminate in whole receive accrued benefits from the Trust may be assigned, sold, anticipated, alienated or in part otherwise transferred by the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to CompanyTrust Beneficiaries. (d) The Trustee accepts the Trust is intended established under this Agreement on the terms and subject to be a grantor trustthe provisions set forth herein, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, and it agrees to discharge and perform fully and faithfully all of the Internal Revenue Code of 1986, as amended, duties and shall be construed accordinglyobligations imposed upon it under this Agreement. (e) The principal of the Trust, Trust and any earnings thereon, thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of and general creditors as herein set forth. Neither a Beneficiary, the Trust Beneficiaries nor the Nonqualified Plan, Plan shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any Trust prior to the time such assets are paid to a Trust Beneficiary as vested accrued benefits as provided in Article VI, and all rights created under the Nonqualified Plan and the Trust under this Trust Agreement shall be mere unsecured unsecured, contractual rights of a Beneficiary the Executives against the Company. Any assets held by the Trust will be subject to the claims of Company’s general creditors under federal and state law in the event Company is Insolvent. (f) Upon a Change in Control of Company, Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Beneficiary the benefits to which each Beneficiary would be entitled pursuant to the terms of the Nonqualified Plan as of the Control Change Date. Notwithstanding anything in the Nonqualified Plan or the Trust to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Rather, the Company or its successor shall be solely responsible for calculating and collecting any contributions to the Trust.

Trust Fund. (a) Subject 1.1 The Company has heretofore and does hereby establish with the Trustee a Trust consisting of such sums of money and such property acceptable to the claims Trustee as shall from time to time be paid or delivered to the Trustee and the earnings and profits thereon. All such money and property and the earnings and profits thereon, all investments made therewith and proceeds thereof, less the payments or other distributions which, at the time of its creditors as set forth in Section 5reference, Company hereby deposits with shall have been made by the Trustee, as authorized herein, are sometimes referred to herein as the "Trust Assets" and shall be held by the Trustee, IN TRUST, in trustaccordance with the provisions of this Trust Agreement. The Trustee shall hold, Five Dollars ($5.00), which shall become the principal of manage and invest the Trust Assets and otherwise administer the Trust pursuant to be held, administered and disposed the terms of by Trustee as provided in this Trust Agreement. (b) Company may at any time or from time to time make additional deposits of cash or other property in trust with Trustee to be added to the principal of the Trust and to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional deposits. (c) 1.2 The Trust hereby established shall be revocable by the Company until a Control Change Date; thereafter, the Trust shall be irrevocable and not subject to change, alteration, or amendment by Company, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to Companyirrevocable. (d) 1.3 The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, A of the Internal Revenue Code of 1986, as amendedamended (the "Code"), and the Trust and this Trust Agreement shall be construed accordingly. (e) 1.4 The principal of the Trust, and any earnings thereon, Trust Assets shall be held separate and apart from other funds of the Company and shall be used exclusively to satisfy obligations to Participants under the Compensation Agreements and for the uses and purposes of and general creditors of the Company as herein set forth. Neither a Beneficiary, nor the Nonqualified Plan, The Participants and their beneficiaries shall have any no preferred claim on, or any beneficial ownership interest in, any assets of the TrustTrust Assets. Any rights created under the Nonqualified Plan Compensation Agreements and under this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary the Participants against the Company. Any assets held by the Trust Assets will be subject to the claims of the Company’s 's general creditors under federal and state law in the event of that the Company is Insolvent. (f) Upon a Change in Control of Company, Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, as defined herein, make an irrevocable contribution in Section 6.1 hereof. 1.5 The Consulting Firm acting as advisor to the Trust in an amount that is sufficient to pay each Beneficiary the benefits to which each Beneficiary would be entitled pursuant to the terms of the Nonqualified Plan as of the Control Change Date. Notwithstanding anything in the Nonqualified Plan or the Trust to the contrary, Trustee shall not be responsible for calculating Xxxxxx Associates, or collecting any contributions such successor firm of consulting actuaries as the Company shall select prior to a Change of Control (as defined in Section 3.1 hereof), or, if after a Change of Control, such successor firm of consulting actuaries as the TrustTrustee shall select. RatherBy their execution of this Trust Agreement, the Trustee hereby agrees to and ratifies the designation by the Company or its successor shall be solely responsible for calculating and collecting any contributions to of Xxxxxx Associates as the TrustConsulting Firm hereunder.

Trust Fund. (a) 1.1 Subject to the claims of its creditors as to the extent set forth in Section 5Article III, the Company hereby deposits shall deposit with Trustee, the Trustee in trust, Five trust One Hundred Dollars ($5.00100), which shall become the principal of the Trust this Trust, to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. 1.2 This Trust shall be irrevocable. In the event that a Change in Control has occurred, the Chief Executive Officer of the Company (bthe "CEO") or the Secretary of the Company shall notify the Trustee promptly. The Trustee shall be entitled to rely upon such notice as to whether and when a Change in Control has occurred and shall not be required to make any independent verification of a Change in Control. 1.3 The principal of the Trust and any earnings shall be held in trust separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes set forth in this Agreement. No Trust Beneficiary shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust prior to the time that such assets are paid to a Trust Beneficiary as Benefits. Any rights created under the Management Retention Agreements and this Agreement shall be mere unsecured contractual rights of Trust Beneficiaries with respect to the Company. The obligation of the Trustee to pay Benefits pursuant to this Agreement constitutes merely an unfunded and unsecured promise to pay such benefits. (a) The Company may at any time or from time to time make additional deposits of cash or other property as may be acceptable to the Trustee in trust with the Trust, or make provision for cash or other property as may be acceptable to the Trustee to be added transferred to the Trust, such as by means of a letter of credit or otherwise, to augment the principal of the Trust and to be held, administered and disposed of by Trustee the Trustee, but no payment of all or any portion of the principal of the Trust or earnings shall be made to the Company or any other person or entity on behalf of the Company except as expressly provided in this Agreement. (b) Within 30 days following the occurrence of a Potential Change in Control (as that term is defined in this Section 1.4), the Company shall make a contribution to the Trust that is sufficient, taking into account the assets of the Trust prior to such contribution, to provide for the payment of all Benefits and any other amounts payable or reimbursable pursuant to the terms of this Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional deposits. (c) The Trust hereby established shall be revocable by Within 30 days after the Company until a Control Change Date; thereafter, the Trust shall be irrevocable and not subject to change, alteration, or amendment by Company, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any end of the property subject to the terms and provisions hereof revert to Company. (d) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (e) The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of and general creditors as herein set forth. Neither a Beneficiary, nor the Nonqualified Plan, shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Nonqualified Plan and this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary against Company. Any assets held by the Trust will be subject to the claims of Company’s general creditors under federal and state law in the event Company is Insolvent. (f) Upon each calendar year ending after a Change in Control of CompanyControl, the Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, as defined herein, shall make an irrevocable additional contribution to the Trust in an amount that is sufficient sufficient, taking into account the assets of the Trust prior to pay each Beneficiary such contribution, to provide for the benefits to which each Beneficiary would be entitled payment of all Benefits and any other amounts payable or reimbursable pursuant to the terms of the Nonqualified Plan as of the Control Change Date. Notwithstanding anything in the Nonqualified Plan or the Trust to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Rather, the Company or its successor shall be solely responsible for calculating and collecting any contributions to the Trustthis Agreement.

Trust Fund. (a) Subject to the claims of its creditors as set forth in Section 53, the Company hereby deposits with Trusteethe Trustee the property described in the attached Schedule D, and the Company and the Trustee hereby agree that such property, all additions made in trustaccordance with the provisions of this Agreement, Five Dollars ($5.00)and the increments, which proceeds, investments, and reinvestments of such property and additions shall become the principal of the Trust to be held, held in trust and administered and disposed of distributed by the Trustee as provided in this Trust Agreement. (b) Company may at any time or from time to time make additional deposits of cash or other property in trust with Trustee to be added to the principal of the Trust and to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional deposits. (c) The Trust hereby established shall be revocable irrevocable. (c) Any and all net income generated by the Company until a Control Change Date; thereafter, the Trust shall be irrevocable accumulated and not subject added and credited to changeits principal upon receipt. Any and all increments, alterationproceeds, or amendment by Companyinvestments, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any reinvestments of the property subject principal of the Trust similarly shall be credited to the terms and provisions hereof revert to Companyremain part of such principal. (d) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (e) The principal of the Trust, Trust and any earnings thereon, thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of and general creditors as herein set forth. Neither a BeneficiaryParticipants, nor Beneficiaries, nor the Nonqualified PlanPlans, shall have any preferred claim on, or any beneficial ownership interest in, any assets of the TrustTrust prior to the time such assets are paid to Participants or Beneficiaries as Benefits as provided in Section 2. Any rights created Until satisfied by payment, all of the obligations of the Company under the Nonqualified Plan Plans and this Trust Agreement shall be mere unsecured contractual rights promises of a Beneficiary against Company. Any assets held by the Company to pay benefits under those Plans and the Participants and Beneficiaries shall have the status of unsecured creditors of the Company with respect to those obligations. (e) It is intended that the Trust will be subject to treated for federal income tax purposes as a grantor trust, with the claims result that all items of Company’s general creditors under federal income, exclusion, deduction, and state law in the event Company is Insolvent. (f) Upon a Change in Control of Company, Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, as defined herein, make an irrevocable contribution credit with respect to the Trust in an amount that is sufficient to pay each Beneficiary the benefits to which each Beneficiary would will be entitled pursuant attributed to the terms Company as the owner thereof in accordance with the provisions of Subpart E of Part I of Chapter 1J of the Nonqualified Plan Internal Revenue Code of 1986, as it may be amended (the "Code"), or the corresponding provisions of any future internal revenue law. The Trustee shall prepare tax information relating to the administration of the Control Change Datetrust, shall furnish the same to the Company, and shall file tax returns accordingly. Notwithstanding anything It is also intended that transfers to the Trust of assets will not be transfers of property for purposes of section 83 of the Code or section 1.83-3(e) of the Treasury Regulations and that no amounts held in the Nonqualified Plan Trust will be includable as compensation in the gross income of any Participant or Beneficiary before the Trust to taxable year of the contrary, Trustee shall not be responsible for calculating Participant or collecting any contributions to Beneficiary in which the Trust. Rather, the Company amounts are actually distributed or its successor shall be solely responsible for calculating and collecting any contributions to the Trust.made available

Trust Fund. (a) 1.1 Subject to the claims of its creditors as to the extent set forth in Section 5Article III, the Company hereby deposits shall deposit with Trustee, the Trustee in trust, Five trust One Hundred Dollars ($5.00100.00), which shall become the principal of the Trust this Trust, to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. 1.2 The Trust hereby established shall be revocable by the Company at any time prior to the date on which occurs a Change in Control (bas that term is defined in Section 1.7); on or after such date, this Trust shall be irrevocable. In the event that a Change in Control has occurred, the Chief Executive Officer, President, Chief Financial Officer or Treasurer of the Company shall so notify the Trustee promptly. The Trustee shall be entitled to rely upon such notice as to whether and when a Change in Control has occurred and shall not be required to make any independent verification of a Change in Control. 1.3 The principal of the Trust and any earnings shall be held in trust separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes set forth in this Agreement. No Trust Beneficiary shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust prior to the time that such assets are paid to a Trust Beneficiary as Supplemental Benefits. Any rights created under the Plan and this Agreement shall be mere unsecured contractual rights of Trust Beneficiaries with respect to the Company. The obligation of the Trustee to pay Supplemental Benefits pursuant to this Agreement constitutes merely an unfunded and unsecured promise to pay such Benefits. (a) The Company may at any time or from time to time make additional deposits of cash or other property as may be acceptable to the Trustee in trust with the Trust, make provision for cash or other property as may be acceptable to the Trustee to be added transferred to the Trust or arrange for the issuance of a letter of credit, to augment the principal of the Trust and to be held, administered and disposed of by the Trustee as provided herein provided, but no payment of all or any portion of the principal of the Trust or earnings thereon shall be made to the Company or any other person or entity on behalf of the Company except as herein expressly provided. (b) Prior to the first event constituting a Change in Control, the Company shall make a contribution to the Trust that is sufficient as of such date, taking into account the assets of the Trust prior to such contribution, to provide for the payment of all Supplemental Benefits and any other amounts payable or reimbursable pursuant to the terms of this Agreement including, without limitation, the fees of the Trustee and the Fiduciary (as that term is defined in Section 8.11) and other expenses of the Trust Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional depositsfor a period of at least two years (collectively, the "Secured Amount"). (c) The Trust hereby established shall be revocable by Within 30 days after the end of any Plan Year (as that term is defined in the Plan) (a "Plan Year") ending after a Change in Control, the Company until shall make a Control Change Date; thereafter, contribution to the Trust shall be irrevocable and not subject to changethat is sufficient as of such date, alteration, or amendment by Company, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part taking into account the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any assets of the property subject Trust prior to such contribution, to provide for the terms and provisions hereof revert to Companypayment of the Secured Amount. (d) Laidxxx (xx that term is defined in Section 1.7) or the Company may at any time cause to be issued to the Trust an irrevocable clean letter of credit (the "Letter of Credit") in an initial aggregate amount of not less than $2,500,000 for the benefit of the Trustee by a bank having combined capital and surplus in excess of $500,000,000 (the "Bank"). The Letter of Credit shall provide that Laidxxx xxxt pay all fees associated therewith, and that the amounts of the Supplemental Benefits and the Trust and Fiduciary expenses, including the fees of the Trustee and the Fiduciary, shall be paid to the Trustee on a regular, periodic basis upon presentation by the Trustee to the Bank of a statement or statements satisfactory to the Bank and prepared by the Trustee (the "Draw Documents"). Upon a Change in Control, or if later, the issuance of the Letter of Credit to the Trust, to the extent that the assets of the Trust, including the initial aggregate amount of the Letter of Credit, then exceed the Secured Amount, such excess shall be paid to the Company by the Trustee from the assets of the Trust. Before the twentieth day prior to the stated expiration date of the Letter of Credit, the Company and/or Laidxxx xxxll take any actions it or they deem appropriate to renew or replace the Letter of Credit and/or to contribute additional assets to the Trust. On or after the twentieth day prior to the stated expiration date of the Letter of Credit, the Trustee is authorized, empowered and directed to sign and present the Draw Documents for an amount of the Letter of Credit (and to hold and disburse the funds received thereby pursuant to the terms of this Agreement) equal to the excess, if any, of (i) the then applicable Secured Amount, over (ii) the sum of (a) the assets of the Trust (excluding any Letter of Credit) and (b) the initial aggregate amount of any renewal or replacement irrevocable clean letter of credit drawn upon a commercial bank selected by Laidxxx xx the Company, as the case may be, and approved by the Fiduciary, in either case, upon substantially the same terms and conditions as contained in the Letter of Credit that is due to expire. A letter of credit that is renewed or provided in accordance with this Section 1.4(d) shall thereafter be referred to as the "Letter of Credit." 1.5 Within five business days after the date on which the Trust has become irrevocable and within 30 days after the first day of each Plan Year thereafter, the Company shall (a) specify the nature, amounts and timing of the Supplemental Benefits to which each Trust Beneficiary may become entitled, subject to Article IX hereof, in an exhibit ("Exhibit B") which shall become a part of this Agreement and be incorporated herein by this reference, (b) provide any corresponding revisions to Exhibit A that may be required and (c) provide the Fiduciary with copies of the Plan and any amendments thereto. 1.6 The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, section 671 of the Internal Revenue Code of 1986, as amended, amended (the "Code") and shall be construed accordingly. (e) . The principal purpose of the Trust, and any earnings thereon, shall be held separate and apart from other funds of Company and shall be used exclusively for Trust is to assure that the uses and purposes of and general creditors as herein set forthCompany's obligations to the Participants pursuant to the Plan are fulfilled. Neither a Beneficiary, The Trust is neither intended nor the Nonqualified Plan, shall have any preferred claim on, or any beneficial ownership interest in, any assets designed to qualify under section 401(a) of the Trust. Any rights created under the Nonqualified Plan and this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary against Company. Any assets held by the Trust will Code or to be subject to the claims provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Trust established under this Agreement does not fund and is not intended to fund the Plan or any other employee benefit plan or program of the Company’s general creditors . Such Trust is and is intended to be a depository arrangement with the Trustee for the setting aside of cash and other assets of the Company for the meeting of part or all of its future obligations with respect to Supplemental Benefits to some or all of the Trust Beneficiaries under federal and state law the Plan. 1.7 As used in this Agreement, the term "Change in Control" shall have the same meaning assigned to that term in the event Company is Insolvent. (f) Upon a Plan; provided, however, that the term "Change in Control of Company, Company shall, as soon as possible, but in no event longer than 60 days following Control" shall include the Change in Control of Company, as defined herein, make an irrevocable contribution merger to the Trust in an amount that is sufficient to pay each Beneficiary the benefits to which each Beneficiary would be entitled effected pursuant to the terms Amended and Restated Agreement and Plan of the Nonqualified Plan Merger dated as of October 16, 1998, and amended and restated as of November 5, 1998, by and among Laidxxx, Xxc., a Canadian corporation ("Laidxxx"), Laidxxx Xxxnsit Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Laidxxx, xxd the Control Change Date. Notwithstanding anything in Company, pursuant to which Laidxxx Xxxnsit Acquisition Corp. will be merged with and into the Nonqualified Plan or the Trust to the contraryCompany, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Rather, with the Company or its successor shall be solely responsible for calculating and collecting any contributions to as the Trustsurviving entity.

Trust Fund. (a) Subject to the claims of its creditors as set forth in Section 5, the Company hereby deposits with Trustee, the Trustee in trust, Five Dollars trust one hundred dollars ($5.00), 100) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The purpose of the Trust is to pay as they come due benefits under specified benefit plans and arrangements of the Company may at any time or and its subsidiaries. The Company shall specify which of such plans and arrangements are to be associated with this Trust (the “Benefit Plans”) by designating them on Schedule B to this Agreement as from time to time make additional deposits in effect. The Company shall also specify on Schedule B, either by name or otherwise, which of cash or other property in trust with Trustee its employees and the employees of its subsidiaries, and their beneficiaries, are eligible to be added receive benefit payments hereunder (each such person is referred to the principal of the herein as a “Trust and to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional depositsBeneficiary”). (c) The Trust hereby established shall become irrevocable upon a Change of Control, as hereinafter defined as to all amounts held in Trust as of the Change of Control and all amounts contributed in Trust thereafter, and earnings on such amounts. Prior to a Change of Control the Trust may be revocable revoked by the Company until at any time by a Control Change Date; thereafterwriting delivered to the Trustee. Upon such revocation, all amounts held in the Trust shall be irrevocable and not subject to change, alterationpaid to, or amendment by Companyupon the direction of, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to Company. (d) The Trust is intended to be a grantor trust, trust of which the Company is treated as the grantor, within the meaning owner under Subpart E of subpart E, part I, subchapter Subchapter J, chapter 1, subtitle A, Chapter 1 of the Internal Revenue Code of 1986, as from time to time amended, and shall be construed accordingly. (e) The principal of the Trust, Trust and any earnings thereon, shall be held separate and apart from other funds thereon which are not returned to the Company in accordance with the specific provisions of Company and this Agreement or used to defray the expenses of the Trust shall be used exclusively for the uses and purposes benefit of and general creditors as herein set forthTrust Beneficiaries subject in every case to the provisions of Section 5 (relating to Insolvency of the Company). Neither a Beneficiary, nor the Nonqualified Plan, The Trust Beneficiaries shall not have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any Trust prior to the time such assets are distributed hereunder, and all rights of Trust Beneficiaries created under any of the Nonqualified Plan and Benefit Plans or under this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary against the Company. Any assets held by the Trust will be subject to the claims of Company’s general creditors under federal and state law in the event Company is Insolvent. (f) Upon a Change in Control of Company, Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Beneficiary the benefits to which each Beneficiary would be entitled pursuant to the terms of the Nonqualified Plan as of the Control Change Date. Notwithstanding anything in the Nonqualified Plan or the Trust to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Rather, the Company or its successor shall be solely responsible for calculating and collecting any contributions to the Trust.

Trust Fund. (aThe second sentence of Section 3.17(a) Subject to of the claims of its creditors Business Combination Agreement is hereby amended and restated as set forth in Section 5, Company hereby deposits with Trustee, in trust, Five Dollars ($5.00), which shall become the principal below: “Immediately following consummation of the Trust to be held, administered Merger and disposed of by Trustee as provided in this Trust Agreement. (b) Company may at any time or from time to time make additional deposits of cash or other property in trust with Trustee to be added notice thereof to the principal of the Trust and to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional deposits. (c) The Trust hereby established shall be revocable by the Company until a Control Change Date; thereafter, the Trust shall be irrevocable and not subject to change, alteration, or amendment by Company, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to Company. (d) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (e) The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of and general creditors as herein set forth. Neither a Beneficiary, nor the Nonqualified Plan, shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Nonqualified Plan and this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary against Company. Any assets held by the Trust will be subject to the claims of Company’s general creditors under federal and state law in the event Company is Insolvent. (f) Upon a Change in Control of Company, Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, as defined herein, make an irrevocable contribution pursuant to the Trust Agreement, Parent shall cause the Trustee to, and the Trustee shall thereupon be obligated to, release as promptly as practicable, the Cash Consideration to the Members in an amount accordance with this Agreement; provided, however that is sufficient the liabilities and obligations of Parent and each Parent Subsidiary due and owing or incurred at or prior to pay each Beneficiary the benefits Effective Time shall be paid as and when due, including all amounts payable (i) to which each Beneficiary would be entitled stockholders of Parent holding shares of Common Stock sold in Parent’s initial public offering (“IPO”) or otherwise who shall have tendered their shares of Common Stock pursuant to Parent’s certificate of incorporation (“Aggregate Tender Consideration”), (ii) to the terms Underwriter as to approximately $600,193 representing deferred underwriting commissions and discounts payable upon consummation of the Nonqualified Plan as of Merger (the Control Change Date. Notwithstanding anything “Deferred Underwriting Amount”), (iii) with respect to filings, applications and/or other actions taken pursuant to this Agreement required under any Antitrust Laws (“Regulatory Fees”), (iv) to third parties (e.g., professionals, advisors, printers, etc.) who have rendered services to Parent and/ or any Parent Subsidiary or, in the Nonqualified Plan or the Trust to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Ratheraccordance with Section 7.3, the Company or any Member in connection with efforts to effect the Merger (“Combined Transaction Expenses”), and (v) an amount equal to Three Million Seven Hundred Thousand Dollars ($3,700,000) to be distributed to Parent to be held in reserve solely for the purpose of satisfying its successor shall obligations under the Warrant Repurchase Agreements (the “Warrant Reserve Amount”); provided, further, that, after payment of all the aforementioned liabilities and obligations from the Minimum Trust Amount as described herein, the remaining monies in the Trust Fund shall, as a result of the Merger, become an asset of the Surviving Company at and after the Effective Time and be solely responsible for calculating and collecting any contributions distributed to the TrustSurviving Company as promptly as practicable following the Effective Time (the “Capital Contribution”).”

Trust Fund. (a) Subject to the claims of its creditors as set forth in Section 5, the Company hereby deposits with Trustee, the Trustee in trust, Five Dollars trust one hundred dollars ($5.00), 100) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) Company may at any time or from time to time make additional deposits of cash or other property in trust with Trustee to be added to the principal The purpose of the Trust and is to be held, administered and disposed of by Trustee pay as provided in this they come due benefits under the Plan to persons who are entitled to such benefits under the Plan ("Trust Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional depositsBeneficiaries"). (c) The Trust hereby established shall become irrevocable upon a Change of Control, as hereinafter defined, as to all amounts held in Trust as of the Change of Control and all amounts contributed in Trust thereafter, and earnings on such amounts. Prior to a Change of Control the Trust may be revocable revoked by the Company until at any time by a Control Change Date; thereafterwriting delivered to the Trustee. Upon such revocation, all amounts held in the Trust shall be irrevocable and not subject to change, alterationpaid to, or amendment by Companyupon the direction of, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to Company. (d) The Trust is intended to be a grantor trust, trust of which the Company is treated as the grantor, within the meaning owner under Subpart E of subpart E, part I, subchapter Subchapter J, chapter 1, subtitle A, Chapter 1 of the Internal Revenue Code of 1986, as from time to time amended, and shall be construed accordingly. (e) The principal of the Trust, Trust and any earnings thereon, shall be held separate and apart from other funds thereon which are not returned to the Company in accordance with the specific provisions of Company and this Agreement or used to defray the expenses of the Trust shall be used exclusively for the uses and purposes benefit of and general creditors as herein set forthTrust Beneficiaries, subject in every case to the provisions of Section 5 (relating to Insolvency of the Company). Neither a Beneficiary, nor the Nonqualified Plan, The Trust Beneficiaries shall not have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any Trust prior to the time such assets are distributed hereunder, and all rights of Trust Beneficiaries created under the Nonqualified Plan and or under this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary against the Company. Any assets held by the Trust will be subject to the claims of Company’s general creditors under federal and state law in the event Company is Insolvent. (f) Upon a Change in Control of Company, Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Beneficiary the benefits to which each Beneficiary would be entitled pursuant to the terms of the Nonqualified Plan as of the Control Change Date. Notwithstanding anything in the Nonqualified Plan or the Trust to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Rather, the Company or its successor shall be solely responsible for calculating and collecting any contributions to the Trust.

Trust Fund. (a) Subject The Agreement permits, but does not require, the Master Servicer or the Depositor to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein. The exercise of such right will effect early retirement of the Class A-1 Certificates; however, such right to purchase is subject to the claims aggregate Stated Principal Balance of its creditors the Mortgage Pool at the time of purchase being less than 5% of the aggregate Stated Principal Balance of the Mortgage Loans as set forth of the Closing Date specified on the face hereof. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in Section 5, Company hereby deposits with Trusteeexchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in trustcertain limited circumstances, Five Dollars ($5.00), which shall become including any amendment necessary to maintain the principal status of the Trust Fund (or designated portions thereof) as a REMIC, without the consent of the Holders of any of the Certificates. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be heldvalid for any purpose. The registered Holder hereof, administered and disposed of by Trustee as provided in this Trust Agreement. (b) Company may at any time or from time to time make additional deposits of cash or other property in trust with Trustee to be added its acceptance hereof, agrees that it will look solely to the principal Trust Fund (to the extent of its rights therein) for distributions hereunder. This Certificate shall be construed in accordance with the internal laws of the Trust State of New York applicable to agreements made and to be heldperformed in said State, administered and disposed the obligations, rights and remedies of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional deposits. (c) The Trust hereby established the Holder hereof shall be revocable by the Company until a Control Change Date; thereafter, the Trust shall be irrevocable and not subject to change, alteration, or amendment by Company, and except as provided determined in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to Companyaccordance with such laws. (d) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (e) The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of and general creditors as herein set forth. Neither a Beneficiary, nor the Nonqualified Plan, shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Nonqualified Plan and this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary against Company. Any assets held by the Trust will be subject to the claims of Company’s general creditors under federal and state law in the event Company is Insolvent. (f) Upon a Change in Control of Company, Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Beneficiary the benefits to which each Beneficiary would be entitled pursuant to the terms of the Nonqualified Plan as of the Control Change Date. Notwithstanding anything in the Nonqualified Plan or the Trust to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Rather, the Company or its successor shall be solely responsible for calculating and collecting any contributions to the Trust.

Trust Fund. (a) I.1 Subject to the claims of its creditors as to the extent set forth in Section 5Article III hereof, the Company hereby deposits with Trustee, the Trustee in trust, Five trust Fifty Thousand Dollars ($5.0050,000), which shall become the principal of the Trust this Trust, to be held, administered and disposed of by the Trustee as provided in this Trust Agreementherein provided. (b) Company may at any time or from time to time make additional deposits of cash or other property in trust with Trustee to be added to the principal of the Trust and to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional deposits. (c) I.2 The Trust hereby established shall be revocable by the Company until a Control Change Date; thereafter, the Trust shall be irrevocable and not subject to change, alteration, or amendment by Company, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to Companyirrevocable. (d) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (e) I.3 The principal of the Trust, Trust and any earnings thereon, thereon shall be held in trust separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of and general creditors as herein set forth. Neither a Beneficiary, nor the Nonqualified Plan, No Trust Beneficiary shall have any preferred claim on, or any beneficial ownership interest in, any assets of the TrustTrust prior to the time that such assets are paid to a Trust Beneficiary as Supplemental Benefits as provided herein. Any rights created under the Nonqualified Plan Plans and this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary against Trust Beneficiaries with respect to the Company. Any assets held by The obligation of the Trust will be subject Trustee to the claims of Company’s general creditors under federal pay Supplemental Benefits pursuant to this Agreement constitutes merely an unfunded and state law in the event Company is Insolventunsecured promise to pay such Supplemental Benefits. (f) Upon I.4 Within 10 days after the end of each calendar quarter ending after the date of this Agreement, the Company shall make a Change in Control of Company, Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient sufficient, taking into account the assets of the Trust as of the end of such calendar quarter prior to pay each Beneficiary such contribution, to provide for the benefits to which each Beneficiary would be entitled payment of all Supplemental Benefits and any other amounts that may become payable or reimbursable pursuant to the terms of the Nonqualified Plan this Agreement as determined as of the Control Change Date. Notwithstanding anything in end of such calendar quarter. I.5 Within 10 days after each of the Nonqualified Plan or date of this Agreement and the Trust to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Ratherend of each calendar quarter ending thereafter, the Company shall (a) specify as of the end of such calendar quarter or its the date of this Agreement, as the case may be, the nature, amounts and timing of the Supplemental Benefits, if any, including the vested percentage thereof under the applicable Plans as if the Participant had then terminated employment, to which each Trust Beneficiary may become entitled, subject to Article IX hereof, in an exhibit ("Exhibit C") which shall become a part of this Agreement and be incorporated herein by this reference, (b) provide any corresponding revisions to Exhibits A and B that may be required and (c) provide the Trustee with copies of the Plans and any amendments thereto. I.6 The Trust is intended to be a grantor trust within the meaning of section 671 of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision thereto, and shall be solely responsible for calculating and collecting any contributions construed accordingly. The purpose of the Trust is to assure that the Company's obligations to the TrustParticipants pursuant to the Plans are fulfilled. The Trust is neither intended nor designed to qualify under section 401(a) of the Code or to be subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Trust established under this Agreement does not fund and is not intended to fund the Plans or any other employee benefit plan or program of the Company. Such Trust is and is intended to be a depository arrangement with the Trustee for the setting aside of cash and other assets of the Company for the meeting of part or all of its future obligations with respect to Supplemental Benefits to some or all of the Trust Beneficiaries under the Plans.

Trust Fund. (a) Subject to the claims of its creditors as set forth in Section 5, Company hereby deposits with Trustee, in trust, Five Dollars ($5.00), which shall become the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement. (b) Company may at any time or from time to time make additional deposits of cash or other property in trust with Trustee to be added to the principal of the Trust and to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional deposits. (c) The Trust hereby established shall be revocable by the Company until a Control Change Date; thereafter, the Trust shall be irrevocable and not subject to change, alteration, or amendment by Company, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to Company. (d) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (e) The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of and general creditors as herein set forth. Neither a Beneficiary, nor the Nonqualified Plan, No Beneficiary shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Nonqualified Plan Incentive Compensation Determinations and this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary against Company. Any assets held by the Trust will be subject to the claims of Company’s general creditors under federal and state law in the event Company is Insolvent. (f) Upon a Change in Control of Company, Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Beneficiary the benefits Benefits to which each Beneficiary would be entitled pursuant to the terms of the Nonqualified Plan any Incentive Compensation Determination as of the Control Change Date. Notwithstanding anything in the Nonqualified Plan Incentive Compensation Determinations or the Trust to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Rather, the Company or its successor shall be solely responsible for calculating and collecting any contributions to the Trust.

Trust Fund. (a) Subject to the claims of its creditors as set forth in Section 5, Company hereby deposits with Trustee, in trust, Five Dollars ($5.00), which shall become the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement. (b) Company may at any time or from time to time make additional deposits of cash or other property in trust with Trustee to be added to the principal of the Trust and to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional deposits. (c) The Trust hereby established shall be revocable by the Company until a Control Change Date; thereafter, the Trust shall be irrevocable and not subject to change, alteration, or amendment by Company, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall If any of the property subject to Bonds are executed in connection with a contract which by its terms or by law prohibits the terms and provisions hereof revert to Company. (d) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, assignment of the Internal Revenue Code contract price, or any part thereof, the Principal and Indemnitors covenant and agree that all payments received for or on account of 1986, as amended, and shall be construed accordingly. (e) The principal of the Trust, and any earnings thereon, said contract shall be held separate and apart from other funds of Company and shall be used exclusively as a trust fund in which the Surety has an interest, for the uses payment of obligations incurred in the performance of the contract and purposes for labor, materials, and services furnished in the prosecution of the work provided in said contract or any authorized extension or modification thereof; and, further, it is expressly understood and declared that all monies due and to become due under any contract or contracts covered by the Bonds are trust funds, whether in the possession of the Principal or Indemnitors or otherwise, for the benefit of and general creditors as herein set forthfor payment of all such obligations in connection with any such contract or contracts for which the Surety would be liable under any of said Bonds, which said trust also inures to the benefit of the Surety for any liability or loss it may have or sustain under any said Bonds, and this Agreement and declaration shall also constitute notice of such trust. Neither UNIFORM COMMERCIAL CODE FIFTH: That this Agreement shall constitute a BeneficiarySecurity Agreement to the Surety and also a Financing Statement, nor both in accordance with the Nonqualified Planprovisions of the Uniform Commercial Code of every jurisdiction wherein such Code is in effect and may be so used by the Surety without in any way abrogating, shall have any preferred claim onrestricting or limiting the rights of the Surety under this Agreement or under law, or in equity. TAKEOVER SIXTH: In the event of any beneficial ownership interest in, any assets of the Trust. Any rights created under the Nonqualified Plan and this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary against Company. Any assets held breach or default asserted by the Trust will be subject obligee in any said Bonds, or the Principal has abandoned the work on or forfeited any contract or contracts covered by any said Bonds, or has failed to the claims of Company’s general creditors under federal and state law pay obligations incurred in connection therewith, or in the event Company of the death, disappearance, Principal's conviction for a felony, imprisonment, incompetency, insolvency, or bankruptcy of the Principal, or the appointment of a receiver or trustee for the Principal, or the property of the Principal, or in the event of an assignment for the benefit of creditors of the Principal, or if any action is Insolvent. (f) Upon a Change taken by or against the Principal under or by virtue of the National Bankruptcy Act, or should reorganization or arrangement proceedings be filed by or against the Principal under said Act, or if any action is taken by or against the Principal under the insolvency laws of any state, possession, or territory of the United States the Surety shall have the right, at its option and in Control of Companyits sole discretion and is hereby authorized, Company shall, as soon as possible, but with or without exercising any other right or option conferred upon it by law or in no event longer than 60 days following the Change in Control of Company, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Beneficiary the benefits to which each Beneficiary would be entitled pursuant to the terms of the Nonqualified Plan as this Agreement, to take possession of any part or all of the Control Change Date. Notwithstanding anything in work under any contract or contracts covered by any said Bonds, and at the Nonqualified Plan expense of the Principal and Indemnitors to complete or arrange for the Trust completion of the same, and the Principal and Indemnitors shall promptly upon demand pay to the contrarySurety all losses, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Rather, the Company or its successor shall be solely responsible for calculating and collecting any contributions to the Trustexpenses so incurred.

Trust Fund. (a) Subject to the claims of its creditors as set forth in Section 5, the Company hereby deposits with Trustee, the Trustee in trust, Five Dollars trust one hundred dollars ($5.00), 100) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The purpose of the Trust is to pay as they come due benefits under specified benefit plans and arrangements of the Company may at any time or and its subsidiaries. The Company shall specify which of such plans and arrangements are to be associated with this Trust (the “Benefit Plans”) by designating them on Schedule B to this Agreement as from time to time make additional deposits in effect. The Company shall also specify on Schedule B, either by name or otherwise, which of cash or other property in trust with Trustee its employees and the employees of its subsidiaries, and their beneficiaries, are eligible to be added receive benefit payments hereunder (each such person is referred to the principal of the herein as a “Trust and to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional depositsBeneficiary”). (c) The Trust hereby established shall become irrevocable upon a Change of Control, as hereinafter defined, as to all amounts held in Trust as of the Change of Control and all amounts contributed in Trust thereafter, and earnings on such amounts. Prior to a Change of Control the Trust may be revocable revoked by the Company until at any time by a Control Change Date; thereafterwriting delivered to the Trustee. Upon such revocation, all amounts held in the Trust shall be irrevocable and not subject to change, alterationpaid to, or amendment by Companyupon the direction of, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to Company. (d) The Trust is intended to be a grantor trust, trust of which the Company is treated as the grantor, within the meaning owner under Subpart E of subpart E, part I, subchapter Subchapter J, chapter 1, subtitle A, Chapter 1 of the Internal Revenue Code of 1986, as from time to time amended, and shall be construed accordingly. (e) The principal of the Trust, Trust and any earnings thereon, shall be held separate and apart from other funds thereon which are not returned to the Company in accordance with the specific provisions of Company and this Agreement or used to defray the expenses of the Trust shall be used exclusively for the uses and purposes benefit of and general creditors as herein set forthTrust Beneficiaries, subject in every case to the provisions of Section 5 (relating to Insolvency of the Company). Neither a Beneficiary, nor the Nonqualified Plan, The Trust Beneficiaries shall not have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any Trust prior to the time such assets are distributed hereunder, and all rights of Trust Beneficiaries created under any of the Nonqualified Plan and Benefit Plans or under this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary against the Company. Any assets held by the Trust will be subject to the claims of Company’s general creditors under federal and state law in the event Company is Insolvent. (f) Upon a Change in Control of Company, Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Beneficiary the benefits to which each Beneficiary would be entitled pursuant to the terms of the Nonqualified Plan as of the Control Change Date. Notwithstanding anything in the Nonqualified Plan or the Trust to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Rather, the Company or its successor shall be solely responsible for calculating and collecting any contributions to the Trust.

Trust Fund. (a) 1.1 Subject to the claims of its creditors as to the extent set forth in Section 5Article III, the Company hereby deposits shall deposit with Trustee, the Trustee in trust, Five trust One Hundred Dollars ($5.00100), which shall become the principal of the Trust this Trust, to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. 1.2 This Trust shall be irrevocable. 1.3 In the event that a Change in Control has occurred, the Chief Executive Officer of the Company (b“CEO”) or the Secretary of the Company shall notify the Trustee promptly. The Trustee shall be entitled to rely upon such notice as to whether and when a Change in Control has occurred and shall not be required to make any independent verification of a Change in Control. 1.4 The principal of the Trust and any earnings shall be held in trust separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes set forth in this Agreement. No Trust Beneficiary shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust prior to the time that such assets are paid to a Trust Beneficiary as Benefits. Any rights created under the Plan and this Agreement shall be mere unsecured contractual rights of Trust Beneficiaries with respect to the Company. The obligation of the Trustee to pay Benefits pursuant to this Agreement constitutes merely an unfunded and unsecured promise to pay such benefits. (a) The Company may at any time or from time to time make additional deposits of cash or other property (including Common Shares of the Company) as may be acceptable to the Trustee in trust with the Trust, or make provision for cash or other property (including Common Shares of the Company) as may be acceptable to the Trustee to be added transferred to the Trust, such as by means of a letter of credit or otherwise, to augment the principal of the Trust and to be held, administered and disposed of by Trustee the Trustee, but no payment of all or any portion of the principal of the Trust or earnings shall be made to the Company or any other person or entity on behalf of the Company except as expressly provided in this Agreement. (b) Within 10 days following the occurrence of a Potential Change in Control (as that term is defined in this Section 1.5), the Company shall make a contribution to the Trust that is sufficient, taking into account the assets of the Trust prior to such contribution, to provide for the payment of all Benefits and any other amounts payable or reimbursable pursuant to the terms of this Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional deposits. (c) The Trust hereby established shall be revocable by Within 30 days after the end of any calendar year ending after a Change of Control, the Company until shall make a Control Change Date; thereafter, the Trust shall be irrevocable and not subject to change, alteration, or amendment by Company, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to Company. (d) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (e) The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of and general creditors as herein set forth. Neither a Beneficiary, nor the Nonqualified Plan, shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Nonqualified Plan and this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary against Company. Any assets held by the Trust will be subject to the claims of Company’s general creditors under federal and state law in the event Company is Insolvent. (f) Upon a Change in Control of Company, Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient sufficient, taking into account the assets of the Trust prior to pay each Beneficiary such contribution, to provide for the benefits to which each Beneficiary would be entitled payment of all Benefits and any other amounts payable or reimbursable pursuant to the terms of the Nonqualified Plan as of the Control Change Date. Notwithstanding anything in the Nonqualified Plan or the Trust to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Rather, the Company or its successor shall be solely responsible for calculating and collecting any contributions to the Trustthis Agreement.

Trust Fund. (a) 1.1 This Trust shall be revocable; provided, however, it shall become irrevocable upon a Change in Control of the Company, as defined in Article XIV. 1.2 Subject to the claims of its general creditors as to the extent set forth in Section 5Article III, the Company hereby deposits shall from time to time deposit with the Trustee, in trust, Five Dollars ($5.00)cash or other property acceptable to the Trustee, including a letter of credit, which shall become the principal of the Trust this Trust, to be held, administered and disposed of by Trustee as provided in this Trust Agreement. (b) Company may at any time or from time to time make additional deposits of cash or other property in trust with Trustee to be added to the principal of the Trust and to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither the Trustee nor any Participant or Trust Beneficiary shall have any right to compel such additional deposits. (c) The 1.3 Upon a Change in Control of the Company, as defined in Article XIV, the Company shall contribute to the Trust hereby established the amount required by each Agreement, which contribution shall be revocable made in accordance with the terms of such Agreement. If so required by any Agreement, the Company shall periodically make additional contributions to the Trust, at such times and in such amounts as is required by the Agreement. The Company until a Control shall immediately notify the Trustee in writing of any Change Date; thereafter, the Trust shall be irrevocable in Control. The Trustee may conclusively rely upon such notice and not subject to change, alteration, or amendment by Company, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever duty to terminate determine whether a Change in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to CompanyControl has occurred. (d) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (e) 1.4 The principal of the Trust, Trust and any earnings thereon, thereon shall be held in trust separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of and general creditors as herein set forthforth in this Trust Agreement. Neither a Beneficiary, nor the Nonqualified Plan, No Trust Beneficiary shall have any preferred claim on, or any beneficial ownership interest in, any assets of the TrustTrust prior to the time that such assets are paid to a Trust Beneficiary as Benefits as provided herein. Any rights created under the Nonqualified Plan and this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary against Trust Beneficiaries with respect to the respective Employer Company. Any assets held The obligation of the Employer Companies to pay Benefits pursuant to this Trust Agreement constitutes merely an unfunded and unsecured promise to pay such Benefits. 1.5 The Company may at any time and from time to time make additional deposits of cash or other property in the Trust to augment the principal to be held, administered and disposed of by the Trustee as herein provided, but no payment of all or any portion of the principal of the Trust will or earnings thereon shall be made to the Company or other person or entity on behalf of the Company except as herein expressly provided. The Trustee shall have no duty to calculate or enforce any funding obligations of the Company under this Trust Agreement, and the duties of the Trustee shall be governed solely by the terms of the Trust without reference to the terms of the Agreements. 1.6 The Trust is intended to be a grantor trust, within the meaning of section 671 of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision, and shall be construed accordingly. The purpose of the Trust is to assure that the obligations to the Participants pursuant to each Agreement are fulfilled. The Trust is neither intended nor designed to qualify under section 401(a) of the Code or to be subject to the claims provisions of Company’s general creditors under federal and state law in the event Company is InsolventEmployee Retirement Income Security Act of 1974, as amended ("ERISA"). (f) 1.7 Upon a Change in Control of Company, the Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, (as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Beneficiary the benefits to which each Beneficiary would be entitled pursuant to the terms of the Nonqualified Plan as of the Control Change Date. Notwithstanding anything in the Nonqualified Plan or the Trust to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. RatherArticle XIV), the Company shall establish and maintain accounts covering each Participant’s Benefits. All payments from the Trust, including without limitation payments to general creditors in the event an Employer Company becomes Insolvent and amounts paid to the Company in accordance with Section 4.2, and all income, appreciation or its successor depreciation and expenses, shall be charged against the Trust as a single account under the Trust as directed by the Company. The Company shall allocate income, appreciation or depreciation and expenses to, and charge the payment of Benefits against, the applicable Participant’s account. Notwithstanding the distribution limitation in Section 4.2, once all the Benefits payable from a Participant’s account have been paid (as certified to in writing by the Company, upon which certification the Trustee may conclusively rely), the Company may direct that the assets of such account be reallocated among other Participant accounts or be returned to the Company. 1.8 Notwithstanding Sections 1.2, 1.3 or 1.7, no contribution or allocation shall be required or made if such contribution (or allocation to a sub-trust) would violate the provisions of Internal Revenue Code Section 409A ("Section 409A") and any applicable authorities promulgated thereunder; provided, however, that any contribution that is not made as may otherwise be required by Sections 1.2 and 1.3 shall be made once such contribution would no longer violate Section 409A. The Company shall be solely responsible for calculating and collecting any contributions to the Trustdeterminations required under this Section 1.8.

Trust Fund. (a) 1.1 Subject to the claims of its creditors as to the extent set forth in Section 5Article III, the Company hereby deposits shall deposit with Trustee, the Trustee in trust, Five trust One Hundred Dollars ($5.00100), which shall become the principal of the Trust this Trust, to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. 1.2 This Trust shall be irrevocable. 1.3 In the event that a Change in Control has occurred, the Chief Executive Officer of the Company (b“CEO”) or the Secretary of the Company shall notify the Trustee promptly. The Trustee shall be entitled to rely upon such notice as to whether and when a Change in Control has occurred and shall not be required to make any independent verification of a Change in Control. 1.4 The principal of the Trust and any earnings shall be held in trust separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes set forth in this Agreement. No Trust Beneficiary shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust prior to the time that such assets are paid to a Trust Beneficiary as Benefits. Any rights created under the Plan and this Agreement shall be mere unsecured contractual rights of Trust Beneficiaries with respect to the Company. The obligation of the Trustee to pay Benefits pursuant to this Agreement constitutes merely an unfunded and unsecured promise to pay such benefits. (a) The Company may at any time or from time to time make additional deposits of cash or other property as may be acceptable to the Trustee in trust with the Trust, or make provision for cash or other property as may be acceptable to the Trustee to be added transferred to the Trust, such as by means of a letter of credit or otherwise, to augment the principal of the Trust and to be held, administered and disposed of by Trustee the Trustee, but no payment of all or any portion of the principal of the Trust or earnings shall be made to the Company or any other person or entity on behalf of the Company except as expressly provided in this Agreement. (b) Within 10 days following the occurrence of a Potential Change in Control (as that term is defined in this Section 1.5), the Company shall make a contribution to the Trust that is sufficient, taking into account the assets of the Trust prior to such contribution, to provide for the payment of all Benefits at the Threshold Percentage (as defined in Section 4.1 hereof) equal to 140%, and any other amounts payable or reimbursable pursuant to the terms of this Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional deposits. (c) The Trust hereby established shall be revocable by Within 30 days after the end of any calendar year ending after a Change of Control, the Company until shall make a Control Change Date; thereafter, the Trust shall be irrevocable and not subject to change, alteration, or amendment by Company, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to Company. (d) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (e) The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of and general creditors as herein set forth. Neither a Beneficiary, nor the Nonqualified Plan, shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Nonqualified Plan and this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary against Company. Any assets held by the Trust will be subject to the claims of Company’s general creditors under federal and state law in the event Company is Insolvent. (f) Upon a Change in Control of Company, Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient sufficient, taking into account the assets of the Trust prior to pay each Beneficiary such contribution, to provide for the benefits payment of all Benefits at the Threshold Percentage (as defined in Section 4.1 hereof) equal to which each Beneficiary would be entitled 140%, and any other amounts payable or reimbursable pursuant to the terms of the Nonqualified Plan as of the Control Change Date. Notwithstanding anything in the Nonqualified Plan or the Trust to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Rather, the Company or its successor shall be solely responsible for calculating and collecting any contributions to the Trustthis Agreement.

Trust Fund. (aA. The PRINCIPAL and INDEMNITORS covenant and agree that all payments received for or on account of any CONTRACT shall be held in trust as a trust fund for the payment of obligations incurred or to be incurred in the performance of any CONTRACT and used for labor, materials, and services furnished in the prosecution of the work in any CONTRACT or any extension or modification thereof. It is expressly understood and declared that all monies due and to become due under any CONTRACT are also trust funds, whether in the possession of the PRINCIPAL or INDEMNITORS or otherwise. The trust funds shall be for the benefit and payment of all obligations for which the SURETY may be liable under any BONDS. The trust(s) Subject shall inure to the claims benefit of its creditors as set forth the SURETY for any liability or loss it may have or sustain under any BOND, and for any and all obligations of PRINCIPAL and INDEMNITORS under this Agreement, and this Agreement and declaration constitute notice of such trust. B. If SURETY discharges any such obligation, it shall be entitled to assert the claim of such person to the trust funds, and PRINCIPAL and INDEMNITORS shall, upon demand of SURETY and in Section 5implementation of the trust or trusts hereby created, Company hereby deposits open an account or accounts with Trustee, in trust, Five Dollars ($5.00), a bank selected by SURETY which shall become be designated as a trust account or accounts for the principal deposit of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement. (b) Company may at any time or from time to time make additional deposits of cash or other property in such trust with Trustee to be added to the principal of the Trust and to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional deposits. (c) The Trust hereby established shall be revocable by the Company until a Control Change Date; thereafter, the Trust shall be irrevocable and not subject to change, alteration, or amendment by Company, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to Company. (d) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, of the Internal Revenue Code of 1986, as amendedfunds, and shall be construed accordingly. (e) The principal of the Trust, and any earnings thereon, thereupon deposit therein all monies received pursuant to said CONTRACT or CONTRACTS. Withdrawals from such accounts shall be held separate by check or similar instrument signed by the PRINCIPAL and apart from other funds countersigned by a representative of Company and SURETY. Said trust(s) shall be used exclusively terminate on the payment by PRINCIPAL of all the obligations for the uses and purposes payment of and general creditors as herein set forth. Neither a Beneficiarywhich the trust(s) are hereby created or upon the expiration of twenty years from the date hereof, nor the Nonqualified Plan, whichever shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Nonqualified Plan and this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary against Company. Any assets held by the Trust will be subject to the claims of Company’s general creditors under federal and state law in the event Company is Insolventfirst occur. (f) Upon a Change in Control of Company, Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Beneficiary the benefits to which each Beneficiary would be entitled pursuant to the terms of the Nonqualified Plan as of the Control Change Date. Notwithstanding anything in the Nonqualified Plan or the Trust to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Rather, the Company or its successor shall be solely responsible for calculating and collecting any contributions to the Trust.

Trust Fund. (a) 1.1. Subject to the claims of its creditors as set forth in Section 54, the Company hereby deposits has heretofore deposited certain sums of cash or other property with Trustee, in trust, Five Dollars ($5.00), which the Trustee pursuant to the trust agreement. Such cash or other property shall become the principal of the Trust continue to be held, administered and disposed of by the Trustee as provided in this Trust Agreementtrust agreement. (b) Company may 1.2. The trust will be irrevocable. However, if at any time or from time to time make additional deposits before a "change in control of cash or other property in trust with Trustee to be added the Company" (as defined below), the Company obtains an opinion of counsel, acceptable to the principal Company and the Trustee, that the plans would be deemed "funded" for purposes of Title I of the Trust and Employee Retirement Income Security Act of 1974, as amended, by reason of the trust, or that amounts held in the trust or contributed thereto, or earnings thereon, would be includible in the income of trust beneficiaries before distribution to them from the trust, the trust will become revocable. Any revocation will be held, administered and disposed of accomplished by Trustee as provided in this Trust Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional deposits. (c) The Trust hereby established shall be revocable by written notice thereof from the Company until to the Trustee. Upon receipt of such a Control Change Date; thereafternotice of revocation, the Trust shall be irrevocable and not subject to change, alteration, or amendment by Company, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part Trustee will deliver the assets of the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to Company. (d) 1.3. The Trust trust is intended to be a grantor trust, trust of which the Company is treated as the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, owner under Section 671 of the Internal Revenue Code of 1986, as amendedit may be amended from time to time, and shall the trust will be construed accordingly. (e) 1.4. The principal of the Trust, trust and any earnings thereonhereon, shall be held separate and apart from other funds unless returned to the Company under Section 1.2 or Section 6 or used to defray the expenses of Company and shall the trust, will be used exclusively for the uses and purposes benefit of and trust beneficiaries or, to the extent provided under Section 4, for the benefit of general creditors as herein set forthof the Company. Neither a Beneficiary, nor the Nonqualified Plan, shall No trust beneficiary will have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any Exhibit 10.7 trust before such assets are paid to the trust beneficiaries as supplemental benefits under Section 3, and all rights created under the Nonqualified Plan plans and this Trust Agreement shall t r u s t agreement will be mere unsecured contractual rights of a Beneficiary the trust beneficiaries against the Company. 1.5. Any assets The Trustee shall keep such records and maintain such books and accounts as shall at all times be sufficient to indicate, for accounting purposes, the proportionate part of the trust that is held on behalf of the officers listed on Exhibit B. For this purpose only, the Trustee shall maintain separate bookkeeping accounts for each such officer and shall credit thereto all contributions made by the Trust will be subject Company to fund benefits payable to such officer or his beneficiary, and earnings thereon, and shall charge thereto all payments made to or for the account of such officer or his beneficiary. Notwithstanding the foregoing, the Trustee may hold the trust as a single fund and may invest and reinvest the commingled assets and receive the income and proceeds thereof, all without regard to the claims source of Company’s general creditors under federal and state law in the event Company is Insolvent. (f) Upon a Change in Control of Company, Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Beneficiary the benefits to which each Beneficiary would be entitled pursuant to the terms any part of the Nonqualified Plan as of the Control Change Date. Notwithstanding anything in the Nonqualified Plan or the Trust to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Rather, the Company or its successor shall be solely responsible for calculating and collecting any contributions to the Trustcommingled assets.

Trust Fund. (a) Subject to the claims of its creditors as set forth in Section 5, the Company hereby deposits with Trustee, the Trustee in trust, Five trust One Hundred Dollars ($5.00), 100.00) (the “Initial Contribution”) which shall become the initial principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement. (b) Company may at any time or from time to time make additional deposits of cash or other property in trust with Trustee to be added to the principal of the Trust and to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither The Trustee nor any Beneficiary shall have any right no obligation to compel such additional depositsinvest the Initial Contribution in an interest-bearing account. (c) The Trust hereby established shall be revocable by the Company until a Control Change Date; thereafter, the Trust shall be irrevocable and not subject to change, alteration, or amendment by Company, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to Company. (db) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, Section 671 of the Internal Revenue Code of 1986, as amendedamended (the “Code”), and shall be construed accordingly. The purpose of the Trust is to assure that the Company’s obligations to the Participants pursuant to the Agreements are fulfilled. The Trust is not designed to qualify under Section 401(a) of the Code. (ec) The principal of the Trust, and any earnings thereon (such principal, together with any earnings thereon, reduced by any losses and distributions from the Trust and any other reductions thereof, is sometimes referred to herein as the “Trust Assets”), shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of and general creditors as herein set forth. Neither a Beneficiary, nor the Nonqualified Plan, The Participants shall not have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any Trust Assets prior to the time such Trust Assets are paid to the Participants pursuant to the terms of this Trust Agreement, and all rights created under the Nonqualified Plan Agreements and this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary the Participants against the Company. Any assets held by the Trust will be subject to the claims of Company’s general creditors under federal and state law in the event Company is Insolvent. (fd) Upon a Change The Trustee shall have full discretion in Control and sole responsibility for investment, management and control of Company, Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, as defined herein, make an irrevocable contribution to the Trust Assets. The nature of this Trust is such that the Trustee should only make short-term investments with a stated maturity of twelve months or less from the date of purchase by the Trustee. The Trust Assets shall only be invested in an amount that is sufficient to pay each Beneficiary obligations of or guaranteed by the benefits to which each Beneficiary would be entitled pursuant to United States of America in commercial paper obligations receiving the terms highest rating from either Mxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation or a similar rating service or in certificates of deposit, bank repurchase agreements or bankers acceptances (including those of the Nonqualified Plan as Trustee) of commercial banks with capital exceeding $1,000,000,000 the securities of which or the securities of the Control Change Date. Notwithstanding anything holding company of which are rated in the Nonqualified Plan highest category by a nationally-recognized credit agency (“Permitted Investments”) or the Trust to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Rather, the Company or its successor shall be in money-market funds which are invested solely responsible for calculating and collecting any contributions to the Trustin Permitted Investments.

Trust Fund. (a) Subject to the claims of its creditors as set forth in Section 55 hereof, the Company hereby deposits with Trustee, the Trustee in trust, Five trust One Hundred Dollars ($5.00), 100.00) (the "Initial Contribution") which shall become the initial principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement. (b) Company may at any time or from time to time make additional deposits of cash or other property in trust with Trustee to be added to the principal of the Trust and to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither The Trustee nor any Beneficiary shall have any right no obligation to compel such additional depositsinvest the Initial Contribution in an interest-bearing account. (c) The Trust hereby established shall be revocable by the Company until a Control Change Date; thereafter, the Trust shall be irrevocable and not subject to change, alteration, or amendment by Company, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to Company. (db) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, Section 671 of the Internal Revenue Code of 1986, as amendedamended (the "Code"), and shall be construed accordingly. The purpose of the Trust is to assure that the Company's obligations to the Participants pursuant to the Plan are fulfilled. The Trust is not intended to qualify under Section 401(a) of the Code. (ec) The principal of the Trust, Trust and any earnings thereonthereon (such principal, together with any earnings thereon and other increases thereof, reduced by any losses and distributions from the Trust and any other reductions thereof, is sometimes referred to herein as the "Trust Assets") shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of and general creditors as herein set forth. Neither a Beneficiary, nor the Nonqualified Plan, The Participants shall not have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any Trust Assets prior to the time any of the Trust Assets are paid to the Participants pursuant to the terms of this Trust Agreement, and all rights created under the Nonqualified Plan and this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary the Participants against the Company. Any assets held by the Trust will be subject to the claims of Company’s general creditors under federal and state law in the event Company is Insolvent. (fd) Upon Except as provided in the second succeeding sentence, the Trustee shall have full discretion in and sole responsibility for the investment, management and control of the Trust Assets. Without limiting such discretion, the Company requests, but does not direct, that the Trustee, based upon the nature of this Trust, only make short-term investments with a stated maturity of twelve (12) months or less from the date of purchase by the Trustee. The Trust Assets shall only be invested in obligations of or guaranteed by the United States of America, in commercial paper obligations receiving the highest rating from either Xxxxx'x Investors Service, Inc. or Standard & Poor's Rating Group or a similar rating service or in certificates of deposit, bank repurchase agreements or bankers acceptances (including those of the Trustee) of commercial banks with capital exceeding $1,000,000,000 the securities of which or the securities of the holding company of which are rated in the highest category by a nationally-recognized credit agency ("Permitted Investments") or in money-market funds which are invested solely in Permitted Investments. (e) The advisor to the Trust (the "Consulting Firm") shall be such firm of independent public accountants or consulting actuaries of recognized national standing as the Trustee shall select following a Change in of Control or a Potential Change of Company, Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, (each as defined herein, make an irrevocable contribution to ). It is not intended that the Trust Consulting Firm act in an amount that is sufficient to pay each Beneficiary a fiduciary capacity under the benefits to which each Beneficiary would be entitled pursuant to the terms of the Nonqualified Plan as of the Control Change Date. Notwithstanding anything in the Nonqualified Plan or the Trust to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Rather, the Company or its successor shall be solely responsible for calculating and collecting any contributions to the Trust.

Trust Fund. (a) Subject The Agreement permits, but does not require, the Master Servicer or the Depositor to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein. The exercise of such right will effect early retirement of the Class A Certificates; however, such right to purchase is subject to the claims aggregate Stated Principal Balance of its creditors the Mortgage Pool at the time of purchase being less than 5% of the aggregate Stated Principal Balance of the Mortgage Loans as set forth of the Closing Date specified on the face hereof. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in Section 5, Company hereby deposits with Trusteeexchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in trustcertain limited circumstances, Five Dollars ($5.00), which shall become including any amendment necessary to maintain the principal status of the Trust Fund (or designated portions thereof) as a REMIC, without the consent of the Holders of any of the Certificates. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be heldvalid for any purpose. The registered Holder hereof, administered and disposed of by Trustee as provided in this Trust Agreement. (b) Company may at any time or from time to time make additional deposits of cash or other property in trust with Trustee to be added its acceptance hereof, agrees that it will look solely to the principal Trust Fund (to the extent of its rights therein) for distributions hereunder. This Certificate shall be construed in accordance with the internal laws of the Trust State of New York applicable to agreements made and to be heldperformed in said State, administered and disposed the obligations, rights and remedies of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional deposits. (c) The Trust hereby established the Holder hereof shall be revocable by the Company until a Control Change Date; thereafter, the Trust shall be irrevocable and not subject to change, alteration, or amendment by Company, and except as provided determined in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to Companyaccordance with such laws. (d) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (e) The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of and general creditors as herein set forth. Neither a Beneficiary, nor the Nonqualified Plan, shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Nonqualified Plan and this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary against Company. Any assets held by the Trust will be subject to the claims of Company’s general creditors under federal and state law in the event Company is Insolvent. (f) Upon a Change in Control of Company, Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Beneficiary the benefits to which each Beneficiary would be entitled pursuant to the terms of the Nonqualified Plan as of the Control Change Date. Notwithstanding anything in the Nonqualified Plan or the Trust to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Rather, the Company or its successor shall be solely responsible for calculating and collecting any contributions to the Trust.

Trust Fund. (A) PRINCIPAL and UNDERSIGNED agree that with respect to each specific contract secured by BOND(S) executed, provided or procured by SURETY in PRINCIPAL'S behalf, all money and property representing the consideration for the performance of the contract, (including, without limitation, the proceeds of claims for adjustments, additional compensation, compensation for the delay, extra work, change orders, insurance claims and all damage claims) whether in the possession of the PRINCIPAL, UNDERSIGNED or others and whether earned, unearned, paid, retained or to be paid shall be held in trust as trust funds for and shall be used solely for; (1) the performance of the contract; (2) the payment of obligation(s) to subcontractor(s), laborer(s), and supplier(s) of material(s) and service(s) incurred or to be incurred in the performance of the contract for which SURETY is or may be liable under BOND(S) and; (3) the satisfaction of UNDERSIGNED'S obligations to SURETY under this AGREEMENT and all other indebtedness and liabilities of UNDERSIGNED to SURETY. (B) PRINCIPAL shall, upon demand of SURETY, deliver the consideration for the contract to a bank designated by SURETY for deposit in an account in the name of PRINCIPAL designated as a "Special Account" or "Trust Account" and withdrawals from said "Special Account" or "Trust Account" shall be by check(s) payable to the beneficiaries and for the stated purposes of this trust, signed by a representative of PRINCIPAL and by a representative of SURETY. (C) If SURETY discharges any obligation of the PRINCIPAL to any trust beneficiary, SURETY shall be entitled to assert the rights and claim of such beneficiary to the trust fund. (D) This trust may be implemented in any other manner provided at law or in equity. This AGREEMENT and declaration constitute notice of such trust. X TAKEOVER In the event of an occurrence of an EVENT OF DEFAULT, SURETY, without notice to UNDERSIGNED, shall have the right and power but not the obligation to do one or more of the following: (a) Subject to the claims Take possession of its creditors as set forth in Section 5, Company hereby deposits with Trustee, in trust, Five Dollars ($5.00), which shall become the principal any part or all of the Trust to be heldwork under contract(s) secured by BOND(S) together with plant, administered machinery, equipment, job books and disposed of records, plans, drawings, tools, supplies or material wherever located and owned, leased or usable by Trustee as provided in this Trust Agreement.PRINCIPAL; (b) Company may at any time Assume all right, title and interest of the PRINCIPAL in and to all subcontracts and purchase orders, let or from time to time make additional deposits of cash or other property in trust with Trustee to be added to the principal of the Trust and to be heldlet, administered and disposed of in connection with contract(s) secured by Trustee as provided in this Trust Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional deposits.BOND(S); (c) The Trust hereby established shall be revocable by the Company until a Control Change Date; thereafterAssume all right, the Trust shall be irrevocable title and not subject to changeinterest of UNDERSIGNED in licenses, alteration, or amendment by Company, patents and except as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any copyrights which SURETY deems necessary for completion of the property subject to the terms and provisions hereof revert to Company.contracts secured by BOND(S); (d) The Trust is intended At the expense of UNDERSIGNED, complete or arrange for completion or consent to be a grantor trust, the obligee's completion of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, or all of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.work under contract(s) secured by BOND(S); (e) The principal of the TrustAssert, pursue or prosecute, in its discretion, and at the expense of UNDERSIGNED in the name of PRINCIPAL or in the name of SURETY, all claims of PRINCIPAL against obligee(s) on BOND(S) or against any earnings thereonPERSON, subcontractor, supplier, government or governmental agency arising or growing out of contracts or work done thereunder secured by BOND(S) executed, provided or procured by SURETY. The authority and power to prosecute said claim(s) shall be held separate and apart from other funds of Company and shall be used exclusively for include the uses and purposes of and general creditors as herein set forth. Neither a Beneficiary, nor the Nonqualified Plan, shall have any preferred claim on, authority to settle said claim(s) or any beneficial ownership interest in, any assets of part thereof on such terms as the Trust. Any rights created under the Nonqualified Plan and this Trust Agreement shall SURETY believes to be mere unsecured contractual rights of a Beneficiary against Company. Any assets held by the Trust will be subject to the claims of Company’s general creditors under federal and state law in the event Company is Insolvent.SURETY'S best interest; (f) Upon a Change Arrange with the obligee(s) in Control of Company, Company shall, as soon as possible, but in no event longer than 60 days following BOND(S) for the Change in Control of Company, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Beneficiary the benefits to which each Beneficiary would be entitled pursuant to the terms delivery of the Nonqualified Plan as consideration for the performance of the Control Change Datecontract(s) directly to SURETY, endorse checks, drafts, warrants or other instruments issued or paid by such obligee(s) and to apply the proceeds for the purpose of the trust provided in paragraph IX (A) or for any other purpose which advances the SURETY'S rights of exoneration, indemnification and subrogation. Notwithstanding anything in the Nonqualified Plan or the Trust to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Rather, the Company or its successor shall be solely responsible for calculating and collecting any contributions to the Trust.XI

Trust Fund. (a) Subject to the claims of its creditors as set forth in Section 53, the Company hereby deposits with Trusteethe Trustee the property described in the attached Schedule A, and the Company and the Trustee hereby agree that such property, all additions made in trustaccordance with the provisions of this Agreement, Five Dollars ($5.00)and the increments, which proceeds, investments, and reinvestments of such property and additions shall become the principal of the Trust to be held, held in trust and administered and disposed of distributed by the Trustee as provided in this Trust Agreement. (b) Company may at any time or from time to time make additional deposits of cash or other property in trust with Trustee to be added to the principal of the Trust and to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Beneficiary shall have any right to compel such additional deposits. (c) The Trust hereby established shall be revocable irrevocable. (c) Any and all net income generated by the Company until a Control Change Date; thereafter, the Trust shall be irrevocable accumulated and not subject added and credited to changeits principal upon receipt. Any and all increments, alterationproceeds, or amendment by Companyinvestments, and except as provided in Section 13 hereof, Company shall have no right or power whatsoever to terminate in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any reinvestments of the property subject principal of the Trust similarly shall be credited to the terms and provisions hereof revert to Companyremain part of such principal. (d) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (e) The principal of the Trust, Trust and any earnings thereon, thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of and general creditors as herein set forth. Neither a BeneficiaryParticipants, nor Beneficiaries, nor the Nonqualified PlanPlans, shall have any preferred claim on, or any beneficial ownership interest in, any assets of the TrustTrust prior to the time such assets are paid to Participants or Beneficiaries as Benefits as provided in Section 2. Any rights created Until satisfied by payment, all of the obligations of the Company under the Nonqualified Plan Plans and this Trust Agreement shall be mere unsecured contractual rights promises of a Beneficiary against Company. Any assets held by the Company to pay benefits under those Plans and the Participants and Beneficiaries shall have the status of unsecured creditors of the Company with respect to those obligations. (e) It is intended that the Trust will be subject treated for federal income tax purposes as a grantor trust, with the result that all items of income, exclusion, deduction, and credit with respect to the claims Trust will be attributed to the Company as the owner thereof in accordance with the provisions of Subpart E of Part I of Chapter lJ of the Internal Revenue Code of 1986, as it may be amended (the "Code"), or the corresponding provisions of any future internal revenue law. The Trustee shall prepare tax information relating to the administration of the trust, shall furnish the same to the Company’s general creditors under federal , and state law shall file tax returns accordingly. It is also intended that transfers to the Trust of assets will not be transfers of property for purposes of section 83 of the Code or section 1.83-3(e) of the Treasury Regulations and that no amounts held in the event Company is InsolventTrust will be includable as compensation in the gross income of any Participant or Beneficiary before the taxable year of the Participant or Beneficiary in which the amounts are actually distributed or made available to the Participant or Beneficiary by the Trustee. The provisions of this Trust shall be interpreted and administered to the extent possible in such a manner as to carry out and effectuate the intentions expressed in this Paragraph 1(e). (f) Upon a Change in Control The Company may at any time and from time to time, pursuant to authorization by the Company's Board of CompanyDirectors, Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control of Company, as defined herein, make an irrevocable contribution contribute additional cash or other property to the Trust to augment the principal to be held, administered, and disposed of by the Trustee as provided in an amount that is sufficient to pay each Beneficiary the benefits to which each Beneficiary would be entitled pursuant to the terms of the Nonqualified Plan as of the Control Change Date. Notwithstanding anything in the Nonqualified Plan or the Trust to the contrary, Trustee shall not be responsible for calculating or collecting any contributions to the Trust. Rather, the Company or its successor shall be solely responsible for calculating and collecting any contributions to the Trustthis Agreement.

Trust Fund. (a) 1.1 This Trust shall be revocable; provided, however, it shall become irrevocable upon a Change in Control of the Company, as defined in Section 1.3. 1.2 Subject to the claims of its general creditors as to the extent set forth in Section 5Article III, the Company hereby deposits shall from time to time deposit with the Trustee, in trust, Five Dollars ($5.00)cash or other property acceptable to the Trustee, including a letter of credit, which shall become the principal of the Trust this Trust, to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) Company may at any time or from time to time make additional deposits of cash or other property in trust with Trustee to be added to the principal of the Trust and to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither the Trustee nor any Participant or Trust Beneficiary shall have any right to compel such additional deposits. (c) The Trust hereby established shall be revocable by 1.3 Upon a Change in Control of the Company, the Company until shall make a Control contribution to the Trust in the amount required according to the terms of each Plan, or if such Plan does not require a contribution to the Trust upon a Change Date; thereafterin Control, then as soon as administratively practicable following the occurrence of a Change in Control, the Company shall contribute to the Trust an amount equal to the aggregate account balance, determined as of the date of the Change in Control, of all persons participating in such Plan. For purposes of this Agreement, Change in Control shall be irrevocable and not subject to change, alteration, or amendment by Company, and except as have the meaning provided in Section 13 hereof1.7 of the Xxxxxx Rubbermaid Inc. 2002 Deferred Compensation Plan, as amended and restated effective January 1, 2004, and as further amended from time to time. The Company shall immediately notify the Trustee in writing of any Change in Control. The Trustee may conclusively rely upon such notice and shall have no right or power whatsoever duty to terminate determine whether a Change in whole or in part the trust estate herein created, and except as provided in Sections 6 and 13 hereof, in no event shall any of the property subject to the terms and provisions hereof revert to CompanyControl has occurred. (d) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A, of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (e) 1.4 The principal of the Trust, Trust and any earnings thereon, thereon shall be held in trust separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of and general creditors as herein set forthforth in this Agreement. Neither a Beneficiary, nor the Nonqualified Plan, No Trust Beneficiary shall have any preferred claim on, or any beneficial ownership interest in, any assets of the TrustTrust prior to the time that such assets are paid to a Trust Beneficiary as Benefits as provided herein. Any rights created under the Nonqualified Plan and this Trust Agreement shall be mere unsecured contractual rights of a Beneficiary against Trust Beneficiaries with respect to the respective Employer Company. Any assets held The obligation of the Employer Companies to pay Benefits pursuant to this Agreement constitutes merely an unfunded and unsecured promise to pay such Benefits. 1.5 The Company may at any time and from time to time make additional deposits of cash or other property in the Trust to augment the principal to be held, administered and disposed of by the Trustee as herein provided, but no payment of all or any portion of the principal of the Trust will or earnings thereon shall be subject made to the claims Company or other person or entity on behalf of Company’s general creditors the Company except as herein expressly provided. The Trustee shall have no duty to calculate or enforce any funding obligations of the Company under federal this Trust Agreement, and state law in the event Company is Insolvent. (f) Upon a Change in Control duties of Company, Company shall, as soon as possible, but in no event longer than 60 days following the Change in Control Trustee shall be governed solely by the terms of Company, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Beneficiary the benefits to which each Beneficiary would be entitled pursuant without reference to the terms of the Nonqualified Plan as Plan. 1.6 The Trust is intended to be a grantor trust, within the meaning of section 671 of the Control Change DateInternal Revenue Code of 1986, as amended (the "Code"), or any successor provision, and shall be construed accordingly. Notwithstanding anything in the Nonqualified Plan or The purpose of the Trust is to assure that the obligations to the contraryParticipants pursuant to each Plan are fulfilled. The Trust is neither intended nor designed to qualify under section 401(a) of the Code or to be subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). 1.7 At the written direction of the Company, the Trustee shall not establish separate subtrusts for separate Plans or groups of Participants covered by the Trust. The Company shall be responsible for calculating establishing and maintaining accounts covering each Participant’s Benefits within such subtrust. At the discretion of the Company, such subtrusts may reflect a segregation of particular assets or collecting may reflect an undivided interest in the assets of the Trust, not requiring any segregation of assets. Whenever the separate subtrusts are established, the then-existing assets of the Trust or affected portion thereof, or the undivided interests in the assets of the Trusts, shall be allocated among the subtrusts as directed by the Company. With respect to any new contributions to the Trust. RatherTrust by the Company after separate subtrusts have been established, the Company shall designate the subtrust for which such contributions are allocated. After separate subtrusts are established, assets allocated to one subtrust may not be utilized to provide benefits under any other subtrust until all benefits payable under such subtrust have been paid in full. All payments from the Trust, including without limitation payments to general creditors in the event an Employer Company becomes Insolvent and amounts paid to the Company in accordance with Section 4.2, and all income, appreciation or its successor depreciation and expenses, shall be charged against the subtrusts and Participant accounts as directed by the Company. The Company shall allocate income, appreciation or depreciation and expenses to, and charge the payment of Benefits against, the applicable Participant’s account. Notwithstanding the distribution limitation in Section 4.2, once (i) all the Benefits payable from a subtrust have been paid (as certified to in writing by the Company, upon which certification the Trustee may conclusively rely), the Company may direct that the assets of such subtrust be reallocated among the other subtrusts of the Trust or be returned to the Company or (ii) all the Benefits payable from a Participant’s account have been paid (as certified to in writing by the Company, upon which certification the Trustee may conclusively rely), the Company may direct that the assets of such account be reallocated among other Participant accounts or be returned to the Company. 1.8 Notwithstanding Sections 1.2, 1.3 or 1.7, no contribution or allocation shall be required or made if such contribution (or allocation to a sub-trust) would violate the provisions of Internal Revenue Code Section 409A ("Section 409A") and any applicable authorities promulgated thereunder; provided, however, that any contribution that is not made as may otherwise be required by Sections 1.2 and 1.3 shall be made once such contribution would no longer violate Section 409A. The Company shall be solely responsible for calculating and collecting any contributions to the Trustdeterminations required under this Section 1.8.